Terms of Service

These Terms of Service ("Terms") are a legal agreement between you, and the organization you represent ("Customer," "you," or "your"), and Merse Originals, Inc., a Delaware corporation doing business as "Dench" ("Dench," "we," "us," or "our"). By accessing or using the Services, or by clicking to accept, you agree to these Terms and to our Privacy Policy. If you are accepting on behalf of an organization, you represent that you have authority to bind it. If you do not agree, do not use the Services.

If Customer and Dench have a separate written agreement, such as a master subscription agreement or an order form (an "Order Form"), that agreement governs. In the event of a conflict, the order of precedence is: (1) the applicable Order Form, (2) the Data Processing Addendum, (3) these Terms, and (4) any documentation or policies referenced in them.

• "Services" means the Dench CRM and agent workspace platform, websites, web and desktop applications, hosted APIs and gateway, managed cloud workspaces and sandboxes, and related services we provide.
• "Authorized User" means an individual you permit to use the Services under your account or organization.
• "Customer Data" means the data, records, contacts, files, messages, prompts, and other content that Customer or its Authorized Users submit to or generate in the Services.
• "AI Agent" means an AI-driven feature that can take actions in the Services or in connected systems at your direction.
• "Output" means content generated by the AI features in response to inputs.
• "Confidential Information" has the meaning given in the Confidentiality section.

You must be able to form a binding contract and use the Services in compliance with applicable law. You must provide accurate account information and keep it current.

If you create or administer an organization, you are responsible for your Authorized Users, the roles you assign, and all activity under your organization, accounts, devices, and API keys. You are responsible for safeguarding credentials and for promptly notifying us if you believe an account or key has been compromised.

Some features require a paid subscription, an active organization, or a valid payment method. Billing and subscription management are handled through Stripe.

• Paid plans renew automatically for successive periods until canceled through the available billing flow or as otherwise agreed in writing.
• Some features, including hosted AI usage, may be metered and may consume credits, top-ups, or on-demand spend.
• We may set or enforce spend limits, usage caps, or credit-exhaustion checks, and we may deny or pause requests when those limits are reached.
• Trials, promotional credits, and manual grants are temporary, non-transferable, may expire, and may be revoked if abused.
• Except where required by law, fees are non-refundable once earned or consumed.

Fees are exclusive of taxes. You are responsible for any taxes, duties, or similar charges associated with your use of the Services, excluding taxes on Dench's net income.

As between the parties, Customer owns all right, title, and interest in Customer Data. You grant Dench a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, reproduce, and display Customer Data, and to perform actions on it, only as needed to provide, secure, and support the Services for you and to comply with your instructions and the law.

We may create and use aggregated and de-identified data derived from use of the Services to operate, analyze, and improve the Services, provided it does not identify you, your Authorized Users, or your organization.

You are responsible for the accuracy, quality, and legality of Customer Data, for having all rights, permissions, and lawful bases needed to provide it and have it processed, and for maintaining your own backups or exports where you need them.

(a) AI features

The Services include AI-assisted features, hosted model routing, and AI Agents that can take actions at your direction. These features rely on machine learning and large language models, which are probabilistic by nature. We do not warrant that Output or agent actions will be accurate, complete, or suitable for any particular purpose.

(b) Similarity, accuracy, and appropriateness of Output

DUE TO THE NATURE OF MACHINE LEARNING AND LARGE LANGUAGE MODELS, OUTPUT MAY NOT BE UNIQUE, AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER AND FOR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE, OR OTHERWISE UNDESIRABLE, OR THAT HALLUCINATES. THE ACCURACY, QUALITY, AND COMPLIANCE WITH APPLICABLE LAW OF OUTPUT MAY DEPEND ON AND BE COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER'S COMPLIANCE WITH THESE TERMS. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, DENCH WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, OUTPUT, OR THEIR USE. CUSTOMER IS RESPONSIBLE FOR EVALUATING THE CONTENT, NATURE, TONE, AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT, BEFORE RELYING ON IT FOR ANY PURPOSE.

(c) AI Agent actions

CUSTOMER IS RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE AI AGENTS FOR CUSTOMER'S USE CASE AND FOR ANY AUTHORIZATIONS CUSTOMER GRANTS FOR THE AI AGENTS TO ACCESS CUSTOMER DATA, SYSTEMS, OR ENVIRONMENTS. EACH AI AGENT OPERATES SOLELY AT CUSTOMER'S DIRECTION AND UNDER CUSTOMER'S CONTROL, OVERSIGHT, AND DECISION-MAKING AUTHORITY. AS BETWEEN DENCH AND CUSTOMER, CUSTOMER IS SOLELY RESPONSIBLE FOR ANY ACTION PERFORMED BY AN AI AGENT AS IF CUSTOMER HAD PERFORMED SUCH ACTION, INCLUDING SENDING MESSAGES AND EMAILS, CREATING TASKS, UPDATING RECORDS, AND MORE. THE ACCURACY AND QUALITY OF, AND RIGHTS TO, ANY AI AGENT ACTION DEPEND ON THE QUALITY AND CONTEXT OF CUSTOMER'S INPUTS AND CUSTOMER'S COMPLIANCE WITH THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DENCH WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE AI FEATURES, ACTS OR FAILURES TO ACT BY THE AI AGENTS, OR THEIR USE BY CUSTOMER OR ANY OTHER PARTY.

(d) Your responsibilities

You must ensure that you are authorized to connect any third-party system, to act with your credentials or browser state, and to send the communications an AI Agent sends on your behalf, and that such use complies with law and the relevant third party's terms. The Services are not a substitute for professional judgment. Do not rely on the Services as the sole basis for legal, financial, employment, healthcare, safety-critical, or other high-risk decisions.

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms. Among other things, you may not use the Services to break the law, infringe the rights of others, access systems without authorization, send spam or abusive outreach, or interfere with the integrity, security, or availability of the Services.

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked or reasonably understood to be confidential, including Customer Data, the non-public features and performance of the Services, pricing, and business and technical information.

The Recipient will use the Discloser's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel, affiliates, and advisors who need it and are bound by confidentiality obligations. These duties do not apply to information that is or becomes public through no fault of the Recipient, was rightfully known without a duty of confidentiality, is independently developed, or is rightfully received from a third party. The Recipient may disclose Confidential Information if required by law, provided it gives reasonable notice where permitted.

Dench and its licensors own all right, title, and interest in the Services, including all software, models, interfaces, and related intellectual property, except for Customer Data and for components provided under separate open-source licenses. No rights are granted except as expressly stated in these Terms.

If you give us feedback or suggestions, you grant us a perpetual, worldwide, royalty-free license to use it to improve the Services without obligation to you.

The Services depend on third-party providers and may let you connect third-party products and integrations. Your use of those integrations and downstream services is also subject to their own terms, pricing, uptime, and privacy practices. We are not responsible for third-party products, and we do not warrant them. Our subprocessors are listed on our Subprocessors page.

Some Dench software is distributed under open-source licenses, which govern your rights in that code. These Terms govern Dench-operated websites, accounts, billing, and hosted Services. If you self-host the software on infrastructure you control, you are responsible for operating and securing that deployment, and Dench is not responsible for software running on systems we do not operate.

We maintain administrative, technical, and organizational safeguards designed to protect the Services, as summarized on our security page. To the extent we process personal data on your behalf, our Data Processing Addendum applies and is incorporated into these Terms.

We may add, change, or discontinue features at any time. We do not promise that every feature will remain available, and we do not provide a service-level agreement unless we agree to one in writing, for example in an Order Form. Beta, preview, experimental, and early-access features are provided on an as-is basis and may be changed or withdrawn.

Support is provided through the channels we make available for your plan. Enterprise support and service levels are available under a separate agreement.

Each party represents that it has the authority to enter into these Terms. Customer represents that it has the rights and lawful bases needed for Customer Data and for the actions it directs the Services to take.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, AND AI AGENT ACTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND DENCH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. DENCH DOES NOT WARRANT THAT OUTPUT WILL BE CORRECT OR THAT AUTOMATIONS WILL PERFORM EXACTLY AS INTENDED IN EVERY CASE.

By Dench. Dench will defend Customer against any third-party claim alleging that the Services, when used as permitted by these Terms, infringe or misappropriate that third party's intellectual property rights, and will indemnify Customer for amounts finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from use of the Services in breach of these Terms, from Output or AI Agent actions, or from combinations with products we did not provide.

By Customer. Customer will defend Dench against any third-party claim arising from Customer Data, from Customer's use of the Services (including Output and AI Agent actions taken at Customer's direction), or from Customer's breach of these Terms or violation of law or third-party rights, and will indemnify Dench for amounts finally awarded or agreed in settlement.

The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense, and provide reasonable cooperation. The indemnifying party may not settle a claim in a way that imposes obligations on the other party without consent.

EXCEPT FOR (I) A PARTY'S BREACH OF THE CONFIDENTIALITY SECTION, (II) CUSTOMER'S PAYMENT OBLIGATIONS, AND (III) A PARTY'S INDEMNIFICATION OBLIGATIONS OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS (THE "EXCLUDED MATTERS"), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE, OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.

EXCEPT FOR THE EXCLUDED MATTERS, IN NO EVENT WILL DENCH'S TOTAL LIABILITY TO CUSTOMER AND ITS AUTHORIZED USERS IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CUSTOMER TO DENCH IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100).

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY WHETHER LIABILITY ARISES FROM A CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

These Terms apply while you use the Services. We may suspend or terminate access if you violate these Terms, fail to pay amounts due, create security or legal risk, abuse the Services, or where required by law. You may stop using the Services at any time, and you may cancel paid plans through the billing flow.

Access to managed cloud features depends on an active subscription. If a managed cloud subscription is canceled, lapses, or is terminated, we may stop compute, restrict access, and schedule deletion of the associated resources. Our current lifecycle may include retaining a stopped workspace for roughly 7 days and retaining final recovery snapshots for up to roughly 90 days before final deletion. You should export any data you want to keep before cancellation or termination. Sections that by their nature should survive termination will survive, including confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution.

We may identify Customer as a Dench customer and use Customer's name and logo in our customer lists and marketing, consistent with any brand guidelines you provide. You may opt out at any time by emailing legal@dench.com.

These Terms are governed by the laws of the State of California, excluding its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply.

Enterprise agreements

If Customer has a signed Order Form or master agreement with Dench, the dispute-resolution and venue terms of that agreement control, and the arbitration provisions below do not apply. Absent such an agreement, any dispute will be resolved in the state or federal courts located in San Francisco County, California, and the parties consent to that venue and jurisdiction, except that the arbitration terms below apply where they are applicable.

Binding arbitration for online customers

If you accept these Terms online without a signed agreement, then, except for the carve-outs below, you and Dench agree to resolve any dispute by final and binding individual arbitration administered under the rules of a recognized US arbitration provider, rather than in court. You and Dench waive any right to a jury trial and agree that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any class or representative proceeding.

Carve-outs. Either party may bring a claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.

30-day opt-out. You may opt out of arbitration by emailing legal@dench.com within 30 days of first accepting these Terms. If you opt out, the courts in San Francisco County, California will have jurisdiction.

We may update these Terms from time to time. If we make material changes, we will update the effective date above and may provide additional notice through the Services or by email. Your continued use of the Services after the updated Terms become effective means you accept the revised Terms.

You may not assign these Terms without our consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice to us. We may assign these Terms to an affiliate or successor. These Terms bind permitted assigns.

Neither party is liable for delays or failures caused by events beyond its reasonable control. You will comply with applicable export-control and sanctions laws and anti-corruption laws, and you represent that you are not subject to sanctions or located in an embargoed region. The Services are commercial items, and any use by the US government is subject to these Terms.

If any provision is held unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. These Terms, together with the Privacy Policy, the Data Processing Addendum (where applicable), the Acceptable Use Policy, and any Order Form, are the entire agreement between the parties regarding the Services and supersede prior understandings. Any term in a Customer purchase order or similar document is void.

Notices to Dench may be sent to legal@dench.com or to Merse Originals, Inc., 1065 Southwest 8th Street #1796, Miami, Florida 33130, United States.