Terms of Service

5. FEE AND PAYMENT OBLIGATIONS

5.1. The standard pricing guidelines for availing the Services are available on the Website at https://www.shunyalabs.ai/pricing. You acknowledge and agree that Your access to the Services is conditional upon the advance payment of all applicable fees in full, in accordance with the payment obligations and pricing guidelines available on the Website (“Fees”). Under no circumstances shall You be granted access to, or permitted to continue using, the Services unless all payment obligations have been duly fulfilled in accordance with these Terms of Service. The Services are provided on a spay-as-you-go basis. Under the said model, the Fees shall be calculated basis Your actual usage of the Services during the relevant billing period as per the applicable pricing terms and guidelines available at https://www.shunyalabs.ai/pricing. You shall be responsible to ensure that all Fees due and payable in relation to Your use of the Services are paid in full within the applicable payment period specified by Shunya Labs. Shunya Labs shall reserve the right to suspend or revoke Your access to the Services in the event of any failure or delay in payment of Fees, without prejudice to any other rights or remedies available to it under these Terms of Service or Applicable Laws. Any restoration of access shall be subject to payment of all outstanding Fees and compliance with such conditions as may be prescribed by Shunya Labs from time to time.

5.2. You acknowledge that all prices shown on the Website are exclusive of taxes, duties, levies, withholding tax, bank charges and similar amounts, unless stated otherwise, which shall become payable upon the payment of Fees.

5.3. Notwithstanding anything contained herein, You acknowledge and agree that as stated above, where You require any enterprise-level, customized or differently negotiated Services, or any other non-standard Services that fall outside the standard offerings of Shunya Labs, the commercial terms, scope of services, service levels, pricing, payment terms, and other applicable conditions governing such Services shall be exclusively governed by a separate written Service Agreement executed between You and Shunya Labs.

5.4. In the event of any inconsistency between pricing obligations as laid down in these Terms of Service and such Service Agreement, the provisions of the Service Agreement shall prevail solely with respect to the enterprise or customized Services covered therein.

5.5. You acknowledge that Shunya Labs may use one or more third-party payment processors and gateways (each, a “Payment Processor”) to bill You through a payment account linked to Your Account. The processing of the Fees is subject to the terms, conditions and privacy policies of the relevant Payment Processor, in addition to these Terms of Service, and You are responsible for reviewing and complying with them. You confirm that any card, net-banking or wallet details provided by You are accurate and that You are authorized to use the relevant payment instrument. Shunya Labs shall have no obligation to provide any Services where a payment transaction fails, and the appropriate amount is not duly received.

5.6. You acknowledge that no refunds, credits, set-offs or adjustments shall be provided for, including but not limited to, (a) partial use or non-use of the Services; (b) early termination of the User’s Account; (c) unused credits, quotas or balances; (d) suspension or restriction of access resulting from the User’s breach of these Terms of Service; (e) changes in the User’s business requirements; or (f) User dissatisfaction with the Services, where the Services have been made available in accordance with these Terms of Service.

5.7. In the event that the User has any grievance or dispute regarding any payment made towards availing the Services, the User shall notify Shunya Labs in writing within 7 (seven) days from the date of the relevant invoice or payment, failing which such charge shall be deemed accepted by the User. If the dispute or grievance is unable to be resolved mutually, then it shall be undertaken through the process laid down in these Terms of Service.

5.8. Further, Shunya Labs may, at its sole discretion, offer free credits, promotional credits, trial usage or other complimentary access to the Services (“Free Credits”). Free Credits are provided as a matter of discretion and not of right; they may be subject to eligibility criteria, usage limits and expiry, have no cash value, are non-transferable and non-refundable, and may not be redeemed for cash. Shunya Labs reserves the right to modify, limit, suspend, revoke or discontinue Free Credits, and to change its free credit policy, at any time and for any reason, without notice or liability to You. Once Your Free Credits are exhausted, expired or discontinued, You may be required to purchase the Services in accordance with the pricing policy and as per Section 5.1 of these Terms of Service.

6. PROHIBITED USE

6.1. You shall not use the Services to generate, transmit, facilitate or store content or activity that is unlawful, misleading, abusive, deceptive, exploitative, defamatory, obscene, harassing, discriminatory, hateful, sexually explicit, fraudulent, or harmful.

6.2. Without limiting the generality of the foregoing, You shall not use the Services:

• to impersonate any person without consent;
• to clone, reproduce or imitate a person’s voice without lawful authorization and consent;
• to mislead users into believing they are interacting with a human even when such disclosure is not required;
• to carry out fraud, phishing, social engineering, spam, scams, robocalls or unlawful telemarketing;
• to process biometric, health, financial, government, children’s or sensitive personal data in breach of Applicable Laws;
• to violate recording consent laws or call monitoring laws;
• to generate unlawful deepfakes or manipulated audio;
• to infringe copyright, trademark, publicity rights, privacy rights or other proprietary rights;
• to interfere with, disrupt, overload, probe, or bypass security controls of the Services;
• to access the Services for the purpose of building a competing product using Shunya Labs’ non-public information;
• to circumvent usage limits, rate limits, billing mechanisms or access controls;
• to upload malware, harmful code, or any material intended to impair the Services or third-party systems;
• to upload, generate, transmit or share any information or content that belongs to another person and to which You do not have any right;
• to upload, generate, transmit or share any information or content that is obscene, pornographic, pedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable, or that relates to or encourages money laundering or gambling, or promotes enmity between different groups on the grounds of religion or caste with the intent to incite violence;
• to upload, generate, transmit or share any information or content that is harmful to a child;
• to deceive or mislead the addressee about the origin of any message, or to knowingly and intentionally communicate any misinformation or information that is patently false and untrue or misleading in nature;
• to upload, generate, transmit or share any content that threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or that causes incitement to the commission of any cognisable offence, or that prevents the investigation of any offence, or that is insulting to any other nation; and
• to violate any Applicable Laws for the time being in force.

6.3. You shall not use the Services or any Output as the sole or primary basis for making decisions that produce legal, financial, medical, employment, credit, insurance, housing, education, immigration, law-enforcement, emergency-response or similarly significant effects on any individual, unless You have implemented all human review, professional oversight, testing, validation, consent, notice, appeal, audit and compliance measures required by Applicable Laws and remain solely responsible for such use and its consequences.

6.4. Where Your use of the Services involves calls, recordings, voice agents, synthetic voice, transcription, monitoring, analysis or automated interactions with end users or third parties, You are solely responsible for providing all legally required notices, obtaining all legally required consents, maintaining records of such consents, identifying when a person is interacting with an AI system where required, and complying with all applicable telecommunications, recording, consumer protection, privacy, publicity, data protection and sector-specific laws.

6.5. Shunya Labs may determine, in its reasonable discretion, whether any use is prohibited or risky and may suspend or terminate access accordingly in accordance with the suspension and termination provisions of these Terms of Service.

7. YOUR CONTENT

7.1. For the purposes of these Terms of Service, “Content” means any text, audio, video, image, document, information, communication or other material that You upload, import into, dictate to, submit to, embed for use by, or create using the Services, and includes any Input (as defined hereinafter) and, as between You and Shunya Labs, any Output (as defined hereinafter) attributable to You. As between You and Shunya Labs, You retain all rights and ownership of Your Content, and You assume sole responsibility for the legality, accuracy, appropriateness, use and consequences of such Content and Output. Shunya Labs does not claim any ownership rights in Your Content, and any assignment or allocation of rights in Output under these Terms does not constitute Shunya Labs’ approval, endorsement, certification, warranty or assumption of liability for such Output or its use. Intellectual property in Inputs and Outputs of the AI-enabled features is addressed further in Section 7 and Section 8.

7.2. Solely for the purpose of operating and providing the Services to You, You grant Shunya Labs a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, transmit and display your Content as necessary to provide, maintain, secure and fix errors in the Services and to comply with Applicable Laws. This is in addition to, and does not limit, the license in Section 7 in respect of AI Services (as defined hereinafter).

7.3. You are solely responsible for your Content and for ensuring that You have all necessary rights, licenses, consents, notices, permissions and lawful bases in respect of any information, including any personal data of third parties and any voice, likeness, performance, recording or communication, that You choose to input into or process using the Services. You must ensure that your Content, Inputs, Outputs, deployment, use case and use of the Services comply with Applicable Laws, do not infringe any copyright, intellectual property, privacy, publicity, consumer protection, telemarketing, recording consent or other third-party rights, and do not target any person individually or personally in an unlawful manner. Shunya Labs may, in its absolute discretion and without notice, refuse to process, delete, respond to or amend any Content in order to comply with Applicable Laws or moral obligations, to avoid infringing third-party rights, or otherwise, without prejudice to any legal recourse available to it.

7.4. You hereby agree and covenant that You shall use the Services in a responsible, lawful and ethical manner and shall not use, or permit the Services to be used, for any unlawful, fraudulent, abusive, harmful, defamatory, deceptive or malicious purpose, or in any manner that may cause harm to any person, property or system. Without limiting the foregoing, You shall not use the Services to generate, facilitate, promote or undertake any activity that violates Applicable Laws or infringes any third-party rights, or to develop, deploy or assist in any unlawful or harmful activity. You shall be solely responsible for assessing the risks and consequences associated with Your use of any AI-generated Content and for exercising appropriate human oversight and judgment in relation to such use. You shall be solely liable for any claims, losses, damages, liabilities, penalties, proceedings, costs or expenses arising out of or relating to Your use of the Services, AI Services, Your failure to use the Services in a lawful and responsible manner, and/or any illegal, unlawful, harmful, infringing activity and/or any otherwise prohibited practices undertaken by You or through Your use of the Services.

7.5. As between You and Shunya Labs, You are solely responsible for determining whether the Services and any AI Services are appropriate for Your intended use case, industry, jurisdiction, end users and regulatory environment. You shall be solely responsible for configuring, testing, validating, monitoring, supervising and controlling Your deployment of the Services, and for all decisions, actions, omissions, communications, representations, outputs, end-user interactions and business consequences arising from or relating to Your use of the Services. Shunya Labs provides tools and model functionality only and does not act as the creator, publisher, speaker, decision-maker, operator, agent, employer, adviser, professional service provider or controller of Your use case, Inputs, Outputs or downstream deployment.

8. ARTIFICIAL INTELLIGENCE

8.1. The following terms apply to the use of artificial intelligence as a component of the Services. References to “AI Services” mean the AI-enabled features of the Services. This Section governs Your access, viewing and use of AI Services and any associated application.

8.2. For the purposes of these Terms of Service:

“Output” means any content, text, media, results, responses, analysis, summaries, drafts or other materials generated by the AI Services in response to or derived from Inputs; and

“Input” or “User Data” means any speech, audio, information, document, file, text or other material provided or uploaded, directly or indirectly, for use of the AI Services by a User.

8.3. For the purposes of this Section, “Use” means Your direct or indirect activation, use or access of the AI Services, and Your execution, access, utilization or display of information resulting from such use.

8.4. The AI Services use generative AI / large language models (“Gen AI”). Gen AI is a technology under development, and quality, accuracy and availability may vary. Outputs generated through the AI Services should not be construed as legal, financial, medical or other professional advice. You specifically acknowledge that the AI Services involve the use of artificial intelligence and that You are solely responsible for implementing appropriate human oversight, review, testing, validation, monitoring, guardrails, escalation procedures and controls before using, relying on, publishing, deploying or taking any action based on any Output.

8.5. You represent and warrant that You have all rights, licenses, consents, notices, authorizations, permissions and lawful bases required to provide, upload, transmit, record, process and use the Inputs for use of the AI Services and related processing, including in respect of any voice, likeness, recording, communication, personal data, confidential information, intellectual property or third-party content. You further represent and warrant that You shall not represent that Output was human-generated when it was not, where such representation is deceptive or unlawful, and that You shall make all disclosures, obtain all consents and provide all notices required by Applicable Law in connection with Your use of the AI Services and Outputs.

8.6. You retain title to and intellectual property rights in Your Inputs. To the extent possible and permissible by law, Shunya Labs assigns to You its rights, if any, in the Output generated for You, subject to this Section. As between You and Shunya Labs, You shall be solely responsible for all use, publication, distribution, reliance on, modification, deployment, commercialization and consequences of any Output, including any decisions, actions, communications, representations, end-user interactions, claims, losses, liabilities, disputes or regulatory consequences arising from or relating to such Output. Because of the nature of artificial intelligence, Output may not be unique, accurate, complete, reliable, lawful for Your intended purpose or free from third-party rights, and other users may receive similar or identical Output; Your rights do not extend to other users’ Output or to third-party information, content or data (“Third-Party Information”) that Output may incorporate, which You access and use at Your own risk. You grant Shunya Labs a limited, non-exclusive, worldwide, royalty-free license during the term to use, process, store and display Your data as necessary to operate, provide access to and maintain the AI Services and comply with Applicable Law.

8.7. You acknowledge that:

• the AI Services may be unavailable or contain errors;
• Outputs may be the same as or similar to content found online or generated for other users (and You waive and release any claim arising from such non-uniqueness);
• You remain solely responsible for independently verifying, reviewing and validating Outputs and for any decisions based on them;
• the AI Services must be used with human oversight and are not designed for high-risk activities where failure could lead to personal injury, legal liability, infringement of anyone’s intellectual property rights, misuse of personal data or severe environmental damage;
• the legal status of AI-generated content remains unsettled and such content may not be eligible for copyright or other protection, as to which Shunya Labs disclaims all warranties; and
• all the responsibility and liability for, and all ownership of, the Outputs and Your use of the AI Services vest entirely with You, Shunya Labs being solely the provider of the underlying models and technology comprised in the AI Services.

9. SYNTHETICALLY GENERATED INFORMATION

9.1. Certain of the AI Services may enable the generation of Output such as synthesised speech, cloned, converted or reconstructed voice, and translated audio which may qualify as “Synthetically Generated Information” or “SGI” for the purpose of Applicable Laws. Shunya Labs makes such functionality available as a tool only, and does not create, commission, review, monitor, approve or control any SGI generated by You, the manner in which the same is deployed, or the purposes for which the same is used.

9.2. With respect to SGI, we are under an obligation to obtain, and accordingly require you to provide, the representations, warranties and undertakings set out below. You hereby represent, warrant and undertake that:

• You shall not generate or use any Output qualifying as SGI by availing or through use of our Services which is in contravention of Applicable Laws, including any SGI which constitutes child sexual exploitation and abuse material, which is obscene, pornographic, pedophilic, vulgar or indecent, which relates to the preparation, development or procurement of explosive material, arms or ammunition, which results in the creation of any false document or false electronic record, or which falsely depicts any natural person or event in a manner likely to deceive;
• We do not permit the publication or display of SGI on our own Website or any public-facing digital platform controlled by Shunya Labs. Subject to the terms herein, Shunya Labs shall bear no liability whatsoever in respect of any SGI You create through availing or Use of our Services including Your publication, distribution, deployment or commercialization, whether through any platform, system, environment or medium whatsoever. Shunya Labs (i) does not verify, and shall have no obligation to verify, that You hold the rights or consents necessary in respect of any voice sample, recording or reference audio submitted as Inputs through our Services; and (ii) has no visibility of or control over any SGI generated where the Services are deployed within Your own environment, on Your premises, in which event all responsibility for labelling, disclosure and compliance with Applicable Law, including any obligations in relation to Synthetically Generated Information under the Information Technology Act, 2000 and rules made thereunder, shall vest solely with You;
• You shall label and disclose all Output qualifying as SGI as being synthetically generated in the manner required under Applicable Laws including by way of a prominently prefixed audio disclosure, and shall inform end users where they are interacting with an artificial intelligence system; and
• You shall indemnify, defend and hold harmless Shunya Labs, its affiliates, directors, officers, employees, agents and representatives from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, penalties, fines, costs and expenses, including reasonable legal fees, arising out of or in connection with any SGI generated by You through the Services, the Use or deployment thereof by You or any third party acting through You in contravention of the Terms of Service herein.

10. INDEMNITY AND LIMITATION OF LIABILITY

10.1. You shall indemnify, defend, and hold harmless Shunya Labs, its affiliates, directors, officers, employees, agents, licensors, and representatives from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

• Your breach of these Terms of Service;
• Your misuse of the Services, including any prohibited use, unauthorized deployment, insufficient testing or monitoring, failure to implement appropriate human oversight, use of Outputs without independent verification, or use of the Services in a manner not permitted under these Terms of Service;
• any violation of Applicable Law by You;
• any infringement or alleged infringement of any third-party rights, or any violation or alleged violation of privacy, publicity, recording consent, telemarketing, consumer protection, data protection, employment, financial services, healthcare, intellectual property or other Applicable Law, caused by or relating to Your Content, Inputs, Outputs, prompts, instructions, configuration, deployment, end-user interactions, business decisions or use of the Services;
• any act, omission, negligence, fraud, willful misconduct, or unlawful conduct on Your part.

10.2. You shall not share, permit, grant, or otherwise provide access to the Services, Your Account, or any credentials relating thereto to any third party except with the prior written consent of Shunya Labs, if required under these Terms of Service. Where You do permit or facilitate access to the Services by any third party, whether authorized or unauthorized, You shall remain solely and fully responsible for all acts, omissions, negligence, misuse, breach, damage, loss, liability, and claims arising from or attributable to such third party, as if the same were Your own acts or omissions. Any use of the Services by such third party shall be deemed to be Your use, and You shall be liable for any consequences thereof.

10.3. The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by Applicable Laws, Shunya Labs disclaims all warranties, whether express or implied, including any warranties of fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation, accuracy, completeness, reliability, legality, originality, uniqueness, merchantability, suitability of the Services or Outputs for any particular purpose, or that any Output will be accurate, complete, lawful, non-infringing, suitable for Your intended use, or free from bias, omissions, hallucinations or errors.

10.4. To the maximum extent permitted by law, in no event shall Shunya Labs be liable to You or anyone else for any special, incidental, indirect, consequential, exemplary or punitive damages whatsoever, including losses or damages resulting from loss of use, data, reputation, revenue or profits, arising out of or in connection with Your access to or use of the Services, any disclaimed warranty, any unauthorized access to or use of the Services, any interruption or cessation of transmission, any bugs, viruses or malware transmitted through the offerings by any third party, any errors, inaccuracies, omissions, hallucinations, bias or non-uniqueness in any Output, any reliance on or use of any Output, any end-user communication or interaction, or any deployment, decision, action or omission by You or any third party using or relying on the Services or Outputs, regardless of the theory of liability.

11. INTELLECTUAL PROPERTY

11.1. Shunya Labs shall remain the sole owner of all rights, title and interest in and to the Services, including all Intellectual Property. Except as expressly stated in these Terms, Shunya Labs does not grant You any rights in the Intellectual Property and all rights not expressly granted are reserved by Shunya Labs and its licensors. You may not duplicate, distribute, create derivative works of, display or commercially exploit any Intellectual Property without our prior written permission. For clarity, your ownership of or responsibility for Inputs, Content or Outputs does not transfer to You any ownership rights in Shunya Labs’ models, Services, systems, software, algorithms, infrastructure, documentation, methodologies or improvements.

11.2. The User’s right to their intellectual property shall be guided by Section 7 and Section 8 of these Terms of Service. However, the User acknowledges and agrees that Shunya Labs may, from time to time, request the User's prior written consent to use the User's intellectual property solely for the purposes of advertising, marketing or promotional campaigns relating to the Services.

11.3. The User shall be under no obligation to grant such consent, and any refusal to do so shall not affect the User's rights under these Terms of Service. Notwithstanding the foregoing, the User shall use reasonable efforts to promptly communicate its decision to grant or withhold such consent and shall not unreasonably delay responding to any such request made by Shunya Labs.

12. DATA PRIVACY

12.1. Privacy Policy: For information about how Shunya Labs collects, uses, shares, stores or otherwise processes information about You and Your use of the Services, please see the Privacy Policy, available at https://www.shunyalabs.ai/security-policy , which is incorporated into and forms part of these Terms of Service.

12.2. Processing and Compliance: All personal information is processed in accordance with the Privacy Policy and Applicable Laws. Shunya Labs processes and stores information in respective countries and may transfer it to other countries where its users are, in each case in accordance with the Privacy Policy and Applicable Laws.

12.3. Service Communications: You agree that Shunya Labs may send You communications relating to Your use of the Services and Your account, including transactional and service messages, service notices, security and administrative alerts, and notifications regarding product changes, upgrades, new versions, updates and changes to features. These communications form part of the Services and your account, and You may not be able to opt out of them while You continue to use the Services. This Section does not govern promotional or marketing communications, which, where offered, are subject to Your separate consent and Your right to withdraw that consent in accordance with our Privacy Policy and Applicable Law.

13. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Service shall be governed by and construed in accordance with the laws of India without reference to conflict of laws, principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, applicable authorities at Gurugram, Haryana..

CONTACT AND COMPLAINTS

13.1. In the event the User has any questions, feedback, suggestions, comments and requests (“Feedback”) regarding these Terms of Service, such User may address the same to the designated grievance officer in respect of the Website. Any complaints or concerns with regard to any content on the Website or any breach of the Privacy Policy or Terms of Service or any other policy or terms and conditions can be directed to the designated officer in writing and the details are as follows:

13.2. A complaint or concern may also be raised through an email to 0@shunyalabs.ai

13.3. Any product Feedback shall be deemed to be non-confidential and non-compensatory in nature, and Shunya Labs may use such Feedback to improve, develop, market or operate the Services without restriction or obligation to You. Complaints, grievances, personal data, confidential information and legally protected communications shall be handled in accordance with these Terms of Service, the Privacy Policy and Applicable Law, and shall not be treated as unrestricted product Feedback solely because they are submitted through the same contact channel.

13.4. Further, the User represents and warrants that while sharing or submitting any Feedback for the Website, the User shall not use any offensive, libelous, derogatory, hateful or racially or ethnically objectionable language. Further, the User shall not post any content or on any part on the Website on any channels or online platforms whatsoever, that is obscene, pornographic and that all such Feedback will be in accordance with the applicable laws.

14. MISCELLANEOUS

14.1. Entire Agreement: These Terms of Service, together with the Privacy Policy, and any other product-specific terms that may be communicated from time-to-time, constitute the entire agreement between You and Shunya Labs with respect to the subject matter and supersede all prior or contemporaneous understandings, whether written or oral.

14.2. Assignment: You may not assign or transfer these Terms of Service, or Your rights and obligations under them, without Shunya Lab’s prior written consent, and any such attempt will be void. Shunya Labs may assign or transfer its rights and obligations to a third party without Your consent.

14.3. No Waiver: Any failure to enforce or exercise any provision of these Terms of Service by Shunya Labs is not a waiver of that provision, and no single or partial exercise of any right precludes any further exercise.

14.4. No Agency: Nothing in these Terms of Service creates any joint venture, employment, partnership or fiduciary relationship between You and Shunya Labs, and neither party is the agent of the other.

14.5. Electronic Communications: You consent to receive notices and communications from Shunya Labs electronically. Communications posted on the Website or sent to the email associated with Your account are deemed to be in writing and received by You.