TERMS OF SERVICE
Last Update: December 10, 2024
1. THE SERVICE
1.1 Service Description
Chatcloud owns and delivers a cloud-based managed artificial intelligence platform that provides agents for customer support, sales, and user engagement (the “Service”). Although certain aspects of the Service may allow the Customer (including Users) to supply or configure content, Chatcloud primarily administers the Service on the Customer’s behalf. Any materials that the Customer or its Users provide, request, or otherwise utilize through the Service are “User Submissions.” The Customer is fully responsible for all User Submissions it supplies to the Service. Additional terms regarding User Submissions, including ownership, appear in Section 8.2 below. The Service may include templates, scripts, documentation, and additional resources to assist in customizing or enhancing the managed solution (“Chatcloud Content”). The Customer does not receive and will not have access to the Service’s underlying code or software (together, the “Software”), nor will the Customer receive a copy of the Software itself.
1.2 Customer’s Subscription
Subject to this Agreement, the Customer may purchase a subscription for the right to use and benefit from the managed Service, as described in one or more Order(s) referencing this Agreement. Each “Order” is an agreed-upon form through Chatcloud’s website, portal, or other written documents, specifying the subscription’s business terms. All subscriptions run for the term stated in the applicable Order (the “Subscription Period”). The Customer’s use of the Service is solely for its own internal business purposes and may only be accessed by individuals authorized by the Customer (“Users”).
1.3 Chatcloud’s Ownership
Chatcloud retains all rights, title, and interest (including intellectual property rights) in and to the managed Service, the Software, Chatcloud Content, documentation, and any other materials provided to the Customer (collectively, the “Chatcloud Materials”). This includes all related or underlying technology and any updates, enhancements, modifications, or derivative works. Nothing in this Agreement grants the Customer an implied license or right. Any permissions not expressly given here remain reserved by Chatcloud.
1.4 Permissions
The managed Service may include configurable settings or administrative tools, which Chatcloud can adjust on behalf of the Customer. Where the Customer designates Users with certain privileges (“Permissions”), it is the Customer’s responsibility to instruct Chatcloud or otherwise communicate how Permissions should be assigned. Chatcloud is not liable for any Permissions incorrectly set at the Customer’s direction. If the Customer extends usage of the Service to its Affiliates, all rights and obligations of the Customer under this Agreement also apply to those Affiliates. The Customer confirms it has authority to bind its Affiliates and is fully responsible for their breaches. The Customer also remains liable for all payment obligations, regardless of whether the Service is used by the Customer or its Affiliates. Any claim an Affiliate has against Chatcloud must be asserted by the Customer on the Affiliate’s behalf. An “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” signifies ownership of more than fifty percent (50%) of the voting securities or other equity interests.
2. RESTRICTIONS
2.1 Customer’s Responsibilities
The Customer is responsible for all actions and omissions of its Users in connection with the Service. The Customer will ensure its Users understand and adhere to this Agreement’s obligations and restrictions, and the Customer remains liable for any violations by its Users.
2.2 Use Restrictions
Unless otherwise permitted by law, the Customer will not (and will not allow others to):
a) Modify, translate, copy, or create derivative works based on the Service.
b) Reverse engineer, decompile, or attempt to discover the Service’s source code or underlying ideas.
c) Sublicense, sell, rent, lease, redistribute, or otherwise exploit the Service commercially.
d) Remove any proprietary notices or labels from the Service.
e) Use the Service in violation of any applicable laws or regulations.
f) Attempt unauthorized access to or disrupt the Service.
g) Use the Service to support or promote products or services that compete with Chatcloud.
h) Test the Service’s security or vulnerabilities without prior written authorization.
In the event the Customer’s use of the Service threatens the Service’s stability or security, Chatcloud may suspend access upon notice, working with the Customer to restore normal usage as quickly as possible.
2.3 API Access Restrictions
If Chatcloud provides application programming interfaces (“APIs”), it may set usage limits at its discretion. The Customer agrees to comply with these limits. Chatcloud may suspend or terminate API access if those limits are exceeded or if it deems such action necessary.
3. THIRD-PARTY SERVICES
The Service may connect or interact with third-party products, services, or applications not owned or managed by Chatcloud (“Third-Party Services”). The Customer can decide whether to enable or use these Third-Party Services with Chatcloud’s managed Service. If doing so requires credentials for Third-Party Services, the Customer represents it has the right to provide such credentials to Chatcloud, solely for the purpose of delivering the Service. Chatcloud makes no endorsement or warranty regarding Third-Party Services. The Customer acknowledges that this Agreement does not cover the Customer’s usage of any Third-Party Services; separate terms may apply directly between the Customer and the third-party provider. Any disputes, warranties, or claims related to Third-Party Services should be resolved directly with their respective providers. Chatcloud disclaims any liability arising from the use or unavailability of any Third-Party Services.
4. FINANCIAL TERMS
4.1 Fees
The Customer will pay the fees indicated in the relevant Order (“Fees”) for Chatcloud to provide and manage the Service. All Fees are stated in the currency listed in the Order or, if no currency is specified, in U.S. dollars. Except as explicitly stated otherwise in this Agreement, Fees are non-cancellable and non-refundable once paid. Chatcloud may update its Fees or introduce new fees at its discretion. If the Customer objects to any updated Fees, the Customer may elect not to renew the subscription.
4.2 Payment via Invoice
Chatcloud will issue invoices to the Customer for the Fees described in the applicable Order. Each invoice will include a due date (for example, “Net 30 days” or as otherwise stated in the Order). The Customer agrees to pay each invoice in full by the specified deadline, using its own payment method outside of Chatcloud’s platform. The Customer is responsible for providing accurate billing details to Chatcloud and must inform Chatcloud of any changes. If Chatcloud has reasonable grounds to believe the Customer’s payment information is incorrect or the Customer is at risk of nonpayment, Chatcloud may suspend or limit access to the Service until the issue is resolved.
4.3 Taxes
All Fees are exclusive of any sales, use, value-added, or other taxes, levies, or duties (“Taxes”). The Customer is solely responsible for payment of any Taxes that may be imposed on the Customer’s subscriptions or purchases. If Chatcloud is legally obligated to collect or pay Taxes on behalf of the Customer, it will invoice the Customer for such amounts unless the Customer provides a valid tax exemption certificate from the relevant authority. Chatcloud is responsible only for taxes based on its own income, property, or employees.
4.4 Failure to Pay
If the Customer does not pay any invoice by the due date, Chatcloud may, after giving notice and a reasonable grace period, suspend or terminate the Customer’s access to the Service until all overdue amounts are paid in full. The Customer may also be charged late fees or interest on unpaid amounts, as permitted by law and specified in the invoice or the Order. If the Customer disputes any invoiced amount, it must notify Chatcloud within sixty (60) days of the disputed invoice, providing details of the dispute. Chatcloud will investigate and respond in writing. If Chatcloud’s final determination confirms that the disputed Fees are payable, the Customer must pay those Fees within ten (10) days of receiving Chatcloud’s decision.
5. TERMS AND TERMINATION
5.1 Agreement Term and Renewals
The Subscription Period begins on the start date specified in the Order (“Subscription Start Date”) and lasts for the term indicated therein. The Customer may choose not to renew a Subscription Period by notifying Chatcloud in accordance with the terms in the Order or by any other method described in the Service’s administrative portal. This Agreement takes effect on the Subscription Start Date and remains effective through any applicable Subscription Period, as well as any subsequent renewal or extension (“Term”). If the Agreement is terminated by either party, all Orders end at the same time.
5.2 Termination
Either party may terminate this Agreement upon written notice to the other if the other party commits a material breach and does not cure it within thirty (30) days after receiving notification. Chatcloud may also terminate the Customer’s access to a Free Version, if applicable, at any time with reasonable notice.
5.3 Effect of Termination
If the Customer terminates due to Chatcloud’s uncured material breach, Chatcloud will refund any pre-paid, unused Fees for the remainder of the current Subscription Period. If Chatcloud terminates because of the Customer’s uncured material breach, the Customer must pay any unpaid Fees for the remaining Subscription Period. Termination will not excuse any unpaid Fees accruing prior to the termination date. Upon termination, all rights granted to the Customer under this Agreement immediately cease, and Chatcloud may disable the Customer’s access to the Service. Within thirty (30) days after termination, or if the Customer deletes its workspace (where applicable), Chatcloud will remove the Customer’s User Information, including passwords, files, and other data, unless the Customer requests an earlier removal in writing. For Free Version users, Chatcloud may keep certain User Submissions and User Information to enable continued use. If an account remains inactive for over one (1) year, Chatcloud may delete all related User Submissions and User Information.
5.4 Survival
The sections “Chatcloud’s Ownership,” “Third-Party Services,” “Financial Terms,” “Term and Termination,” “Warranty Disclaimer,” “Limitation of Liability,” “Confidentiality,” “Data,” and “General Terms” will remain in effect even after this Agreement is terminated or expires.
6. WARRANTIES AND DISCLAIMERS
6.1 Warranties
The Customer represents and warrants that all User Submissions it provides, or that its Users provide, comply with all applicable laws and regulations.
6.2 Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE AND ALL RELATED FEATURES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. CHATBASE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CUSTOMER ACKNOWLEDGES THAT CHATBASE DOES NOT GUARANTEE UNINTERRUPTED, TIMELY, OR ERROR-FREE SERVICE. IN CERTAIN JURISDICTIONS, DISCLAIMERS OF IMPLIED WARRANTIES ARE NOT PERMITTED, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY IF PROHIBITED BY LAW.
7. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL CHATBASE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATED TO LOSS OF BUSINESS, REVENUES, PROFITS, DATA, GOODWILL, OR SERVICE AVAILABILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY. FURTHER, CHATBASE’S TOTAL LIABILITY TO THE CUSTOMER WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO CHATBASE FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY WHETHER OR NOT CHATBASE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. CONFIDENTIALITY
8.1 Definition
Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) may share business, technical, or financial information considered confidential (“Confidential Information”). For Chatcloud, this includes non-public information about the Service’s performance, features, and functionality. For the Customer, Confidential Information includes User Information and User Submissions. This Agreement, together with any related Orders, is also deemed Confidential Information of both parties. However, information is not Confidential Information if it:
a) Becomes publicly available without any breach of duty.
b) Was already in the Receiving Party’s possession without obligation before disclosure.
c) Is lawfully obtained from a third party without confidentiality obligations.
d) Is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.
8.2 Protection and Use of Confidential Information
The Receiving Party must:
a)Protect the Disclosing Party’s Confidential Information using the same degree of care it applies to its own confidential information of similar importance, but not less than reasonable care.
b)Limit disclosure to those of its employees, affiliates, agents, or advisors (“Representatives”) who need the information to fulfill obligations under this Agreement, ensuring such Representatives are bound by confidentiality obligations no less stringent than those herein.
c)Not disclose any Confidential Information to third parties without the Disclosing Party’s prior written consent, except as expressly authorized here.
d)Use the Confidential Information solely for performing its obligations or exercising its rights under this Agreement.
This does not bar the Receiving Party from sharing Agreement terms or the other party’s identity with potential investors or acquirers, subject to standard confidentiality measures.
8.3 Compelled Access or Disclosure
If legally required, the Receiving Party may access or disclose Confidential Information, provided it promptly notifies the Disclosing Party (if legally permitted) and cooperates at the Disclosing Party’s expense should the Disclosing Party wish to challenge the disclosure.
8.4 Feedback
The Customer or its Users may occasionally provide feedback or suggestions for enhancing the managed Service (“Feedback”). Chatcloud may freely use and integrate such Feedback into its offerings. The Customer grants Chatcloud a perpetual, royalty-free, worldwide, irrevocable, transferable, and sublicensable license to utilize, modify, distribute, or display any Feedback, as long as Chatcloud does not attribute the Feedback specifically to the Customer without permission.
9. DATA
9.1 User Information
The Customer acknowledges that certain information (e.g., names, email addresses, IP addresses) must be collected to deliver the Service. The Customer gives Chatcloud and its subcontractors the right to store, process, and retrieve this User Information for the purpose of providing and improving the Service. The Customer affirms it has the authority to share such information for processing as described here. The Customer remains responsible for preventing unauthorized access to, or misuse of, its administrative credentials.
9.2 User Submissions
The Customer grants Chatcloud a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Subject to these rights, the Customer retains all ownership and intellectual property rights to its User Submissions.
9.3 Service Data
Chatcloud collects operational and performance data related to how the Service is used (“Service Data”). As long as this data is aggregated and anonymized such that it does not identify the Customer or its Users, Chatcloud may freely use it for its business purposes, including service optimization and analytics.
9.4 Data Protection
Chatcloud will employ commercially reasonable security measures to protect the Customer’s data. However, the Customer remains responsible for securing its own systems and ensuring compliance with any data privacy regulations relevant to its use of the Service.
10. GENERAL TERMS
10.1 Publicity
With the Customer’s prior written permission, Chatcloud may list the Customer’s name, trademarks, or service marks in marketing materials or on its website to indicate the Customer uses or has used the Service. Chatcloud will not disclose any Confidential Information of the Customer in this process.
10.2 Force Majeure
Chatcloud will not be considered in breach, nor liable for any delay or failure to perform, due to events beyond its reasonable control, including but not limited to outages of third-party hosting providers, labor strikes (excluding Chatcloud’s own employees), fires, natural disasters, wars, acts of terrorism, or governmental actions.
10.3 Changes
As an evolving, subscription-based service, Chatcloud may refine or modify its managed Service. However, Chatcloud will not materially reduce the core features for which the Customer has subscribed. Chatcloud may also modify the terms of this Agreement upon at least thirty (30) days’ notice to the Customer, posting such modifications prominently on its website or through another written notification method. If the Customer objects to a material change, it may elect not to renew its subscription.
10.4 Relationship of the Parties
Nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Chatcloud and the Customer. Both parties act as independent contractors.
10.5 No Third-Party Beneficiaries
This Agreement is solely between the parties hereto. It does not confer any benefits or rights on third parties, nor may it be enforced by third parties.
10.6 Email Communications
Notices or communications required under this Agreement may be sent via email, although Chatcloud may also use in-Service notifications. Emails to the Customer will be sent to the address(es) provided by the Customer; emails to Chatcloud must be sent to its designated notification address. Notices are treated as delivered on the next business day after being sent.
10.7 Amendment and Waivers
Changes to this Agreement are only effective if in writing and acknowledged by authorized representatives of both parties. A party’s failure to insist on enforcement of any term does not waive that party’s right to enforce such provision later. Waivers must be in writing and signed by the waiving party.
10.8 Severability
If any provision of this Agreement is found unenforceable by a court, it will be revised to the least extent necessary for enforceability, and the remaining provisions will remain in effect.
10.9 Assignment
Neither party may assign or transfer this Agreement or its rights or obligations without the other party’s prior written consent, except that Chatcloud may assign without consent in connection with mergers, acquisitions, corporate reorganizations, or the sale of substantially all of its assets. Any attempt to assign contrary to this clause is void. This Agreement binds and benefits the parties and their authorized successors and assigns.
10.10 Governing Law and Venue
This Agreement is governed by the laws of Poland, excluding its conflict of laws principles. Any legal action arising under this Agreement will be brought in the state courts located in Poland. Both parties consent to the personal and subject matter jurisdiction of such courts and waive any objection regarding venue or inconvenient forum.
10.11 Entire Agreement
This Agreement, including all referenced documents and Orders, constitutes the parties’ complete and exclusive understanding regarding the Service and supersedes any prior or contemporaneous agreements, communications, or understandings on the subject.