Terms of Service

1. The parties, and acceptance

The service is provided by Charky Labs Pvt Ltd, CIN U58200TZ2024PTC033012, registered at 4 Thendral Nagar, Vilankurichi P.O., Coimbatore 641035, Tamil Nadu, India. "We", "us" and "our" mean that company. "You" and "your" mean the business that has contracted with us.

You accept these terms by opening an account, placing an order, paying an invoice or using the service. If you are accepting on behalf of a company, you confirm you are authorised to bind it.

You must be able to form a binding contract, and must not be barred from receiving our services under any applicable law.

2. Definitions

• Platform: the Character XYZ software, including the creator tools, the runtime that drives a character, and the dashboard.
• Instance: one running character on one display. Your plan states how many you may run at once, and the limit is enforced by the platform.
• Character: an interactive virtual character created on or delivered through the platform.
• Guest: a member of the public who interacts with a character at your venue.
• Customer Content: the knowledge, brand assets, conversation flows and configuration you put into the platform.
• Production: our studio service that builds a character to your brief.

3. What we provide

A licence to use the platform for the term you have paid for, and, where ordered, the production service. The licence is non-exclusive, non-transferable and limited to your own business use.

We may improve, change or remove features. Where a change materially reduces the functionality you are paying for, we will give you reasonable notice and you may cancel without penalty for the remainder of your paid term.

4. Fees, currency and tax

Published prices are in US dollars and exclude taxes. Customers billed in India are invoiced in Indian rupees and charged GST at the applicable rate. Supplies to customers outside India are treated as export of services and taxed accordingly.

Our GSTIN is 33AAMCC2561R1Z6. Payments are processed by our payment provider; we do not store your card details.

Fees are payable in full without set-off. Where law requires you to withhold tax, you will gross up so that we receive the amount we would have received without the withholding, and you will give us the withholding certificate.

Bank charges, foreign exchange spreads and card network fees are yours.

5. Payment, failure and suspension

Subscriptions are billed in advance. If a payment fails we will retry and tell you. If an invoice is more than fourteen days overdue we may suspend the service, and more than thirty days overdue we may terminate for cause.

Overdue amounts may carry interest at 1.5% per month or the maximum permitted by law, whichever is lower.

6. Price changes

We may change prices. A change takes effect at your next renewal and never mid-term, and we will give at least thirty days' notice. If you do not accept it, you may cancel before the renewal.

7. Subscription term, renewal and cancellation

Subscriptions renew automatically at the end of each billing period until cancelled. Annual plans are billed at ten months for twelve months of service.

You may cancel at any time. Your service continues to the end of the period you have already paid for and is not refunded in part. Refunds and cancellations are set out in full in our Refund and Cancellation Policy, which forms part of these terms.

8. Character production

Production is quoted per character. Fifty per cent is payable on commissioning and is non-refundable once production has begun, because studio time is committed at that point. The balance falls due on delivery.

Timelines quoted at commissioning assume briefs, brand assets and approvals reach us when agreed. Where they do not, the timeline moves accordingly. Review rounds beyond those quoted are chargeable.

Delivery is digital, into your account on the platform, together with on-site deployment where that is part of the order.

9. Your obligations at the venue

Our characters see, hear and speak, and a text record of each conversation is kept. You must display the guest notice we supply at or beside every unit you operate, so that a guest knows this before they begin speaking. This obligation is fundamental, and failure to meet it is a material breach.

You are responsible for what your character says: the knowledge you load, the tone you set and the guardrails you configure. You must not configure it to collect identity documents, payment card details, health information, biometric identifiers or any other sensitive personal data from guests.

You must not deploy a character that presents itself as a specific real person without that person's written permission, and you must comply with all laws applying to your venue, including those on advertising, consumer protection, accessibility and public safety.

10. Acceptable use

• No unlawful, defamatory, obscene, harassing, hateful or deceptive content, and nothing that infringes another person's rights.
• No impersonation of a real person, brand or public authority without written permission.
• No use to provide medical, legal, financial or other regulated advice to guests.
• No attempt to reverse engineer, decompile, scrape, or circumvent the limits of your plan, including instance limits.
• No penetration testing, load testing or vulnerability scanning without our written consent.
• No resale, sublicensing or provision of the platform as a service to a third party without our written agreement.
• No use that interferes with the service for others, or that puts us in breach of a law or a provider's terms.

11. Customer Content

You keep everything you put into the platform. You grant us a licence to host, process and display Customer Content solely to provide the service to you, and to comply with law.

You confirm you have the rights to the content you upload, including any brand, likeness or third-party material, and that its use as configured does not infringe anyone's rights.

We do not use Customer Content to train AI models.

12. Intellectual property

Where we produce a character for you, you own its design, mesh, textures and skins. We retain ownership of the underlying rig and the voice model, and license both to you for use with that character for as long as your subscription runs.

We retain all rights in the platform itself, including its software, models, tooling and documentation. Nothing in these terms transfers them.

13. Feedback

If you give us suggestions or feedback, we may use them without restriction or payment. You are not obliged to give feedback, and doing so transfers nothing else.

14. Publicity

Neither of us may use the other's name, logo or imagery publicly without prior written consent. Where you give consent, you may withdraw it on thirty days' notice and we will remove the reference from materials we control at the next reasonable opportunity.

15. Confidentiality

Each of us may receive information the other treats as confidential. Each will protect it with at least reasonable care, use it only for the purpose of this agreement, and disclose it only to people who need it and are under equivalent obligations.

This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law, in which case the discloser is told first where lawful.

These obligations survive for three years after the agreement ends, and indefinitely for anything that is a trade secret.

16. Data protection

Our handling of personal data is described in the Privacy Policy, which forms part of these terms.

Where you determine why and how guest data is processed through your character, you are the Data Fiduciary and we act as your Data Processor under the Digital Personal Data Protection Act, 2023. We will process it on your documented instructions, keep it confidential, apply the security measures described in the Privacy Policy, assist you with data-principal requests and breach notification, and delete or return it on termination.

We may engage sub-processors as described in the Privacy Policy and remain responsible for their performance. A data processing agreement is available to any customer who requires one.

17. Third-party dependencies

The service depends on infrastructure and services we do not own or control, including cloud hosting, speech recognition, language-model providers, payment processors, telecommunications networks, electricity and the internet, and on hardware you buy from a third party.

Interruption, degradation, change or discontinuation of any of those is not a breach of these terms by us. We will use reasonable efforts to restore service, to work around the failure, and to keep you informed, but we do not accept liability for the acts, omissions or outages of a third party.

18. Hardware

We do not manufacture or resell displays. We will specify what suits your space and help you source or rent it, but you buy it from a third party. Warranty, servicing, installation safety and compliance of that hardware are matters between you and the supplier.

19. Availability and maintenance

We work to keep the service running and available, but we do not commit to an uptime figure except where an Enterprise agreement signed by us says so in writing. No uptime commitment is to be implied from marketing material, a proposal or a conversation.

We carry out scheduled maintenance outside peak hours where we can, and may carry out emergency maintenance at any time. Where we choose to offer service credits, those credits are your sole and exclusive remedy for unavailability.

20. Warranties and disclaimer

We warrant that we will provide the service with reasonable skill and care, and that we have the right to grant the licences in these terms.

Beyond that, and to the fullest extent permitted by law, the service is provided “as is” and “as available”. We disclaim all other warranties, whether express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the service will be uninterrupted, error free, or that a character's answers will always be accurate, complete or appropriate.

A character generates language automatically and can be wrong. You are responsible for the knowledge you give it, for the guardrails you set, and for checking that what it tells guests is suitable for your venue.

21. Your indemnity to us

You will defend and indemnify us against claims, damages, fines and reasonable costs arising from your Customer Content, your use of the service in breach of these terms or of law, your failure to display the guest notice, a claim by a guest arising from how you configured or operated your character, or a claim that your brand assets infringe a third party's rights.

22. Our indemnity to you

We will defend and indemnify you against a third-party claim that the platform, as provided by us and used in accordance with these terms, infringes that party's intellectual property rights in India, and we will pay damages finally awarded or agreed in settlement.

If such a claim is made or likely, we may modify the service, obtain a licence, or terminate the affected part and refund fees you have paid for the unused period. This does not apply where the claim arises from Customer Content, from your brand assets, from use outside these terms, or from combination with anything we did not supply.

23. Limitation of liability

Neither of us is liable for indirect or consequential loss, loss of profit, revenue, business, goodwill, anticipated savings, or loss or corruption of data, however arising.

Each party's total aggregate liability arising out of or in connection with this agreement is limited to the fees you paid us in the twelve months immediately before the event giving rise to the claim.

Nothing limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for your obligation to pay fees, for either party's indemnity obligations, or for anything that cannot be limited under Indian law.

You acknowledge that the fees reflect this allocation of risk, and that we would not provide the service on these prices without it.

24. Force majeure

Neither of us is liable for failure or delay caused by an event beyond reasonable control. That includes, without limitation, failure or outage of cloud infrastructure, data centres, model or speech providers, telecommunications or power; act of God, flood, fire, earthquake or storm; epidemic or pandemic; war, terrorism, riot or civil unrest; strike or labour dispute; government action, sanction or change of law; and cyber attack, including denial of service, not caused by that party's own failure to take reasonable precautions.

The affected party will tell the other as soon as it reasonably can and use reasonable efforts to resume. Obligations are suspended, not cancelled, for the duration. If the event continues for more than sixty consecutive days, either of us may terminate the affected services on written notice, and you will be refunded fees paid for services not yet delivered.

25. Suspension and termination

Either of us may terminate for convenience at the end of the then-current term by giving notice before renewal. Either may terminate immediately for a material breach not remedied within thirty days of written notice, or if the other becomes insolvent.

We may suspend the service immediately where required by law, where continued operation creates a security risk or legal exposure, or where an account is materially overdue. We will restore it as soon as the cause is resolved.

26. What happens when it ends

Your right to use the platform stops. For thirty days after termination you may export your Customer Content and your analytics, and we will help you do so on reasonable request. After ninety days we delete or anonymise it, except where law requires us to keep it.

Characters produced for you remain yours as described in section 12, but the rig and voice model licence ends with the subscription and the character can no longer be run on our platform.

Fees already due remain payable. Sections that by their nature should survive do survive, including confidentiality, intellectual property, indemnities, limitation of liability and governing law.

27. Beta and preview features

We may offer features marked as coming, beta, preview or early access. They are provided as is, without warranty or support, may change or be withdrawn, and should not be relied on in production. Any commitment about them is only binding if we give it in writing.

28. Compliance, export and sanctions

Each of us will comply with applicable anti-bribery, anti-corruption, anti-money-laundering, sanctions and export-control laws. You confirm you are not subject to sanctions that would prohibit us dealing with you, and you will not make the service available in a sanctioned territory or to a sanctioned person.

29. Assignment, subcontracting and notices

You may not assign or transfer this agreement without our written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets, on notice. We may use subcontractors and remain responsible for their performance.

Notices to us go to hello@character.xyz and to the registered office. Notices to you go to the email address on your account. Notice is effective on delivery, or on the next working day if sent outside working hours.

30. General

These terms, with the Privacy Policy and the Refund and Cancellation Policy, are the entire agreement between us and replace anything said before. If a provision is held unenforceable, the rest continues and that provision is applied as closely as possible to its intent.

A failure to enforce a right is not a waiver of it. Nothing here creates a partnership, agency or employment relationship. There are no third-party beneficiaries.

Where we sign a separate written agreement with a customer, including customers outside India, that agreement governs and prevails over these terms to the extent they conflict.

31. Disputes and governing law

We would rather solve a problem than argue about it, so please contact us first and we will try to resolve it within thirty days.

Failing that, a dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue is Coimbatore, Tamil Nadu, India, the language is English, and the award is final and binding.

These terms are governed by the laws of India. Subject to the arbitration provision, the courts at Coimbatore, Tamil Nadu, India have exclusive jurisdiction. Either of us may seek urgent injunctive relief from those courts at any time.

32. Changes

We may update these terms. Material changes are notified to customers at least thirty days in advance, and continuing to use the service after they take effect means you accept them. This version is dated 20 August 2026.

33. Contact

Charky Labs Pvt Ltd, 4 Thendral Nagar, Vilankurichi P.O., Coimbatore 641035, Tamil Nadu, India. Email hello@character.xyz. Telephone +91 72005 80713.