Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between [LEGAL ENTITY NAME] (“ChatAgentLy”, “we”, “us”) and the individual or organization that creates an account or uses the Service (“you”, “Customer”).

By creating an account, embedding the widget, or otherwise using the Service, you accept these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind it, and “you” means that company.

If you do not agree, do not use the Service. Continued use after a change to these Terms, made under section 13, constitutes acceptance of the changed Terms.

ChatAgentLy provides a hosted service that ingests content you supply, indexes it, and answers questions about it through an embeddable widget, a hosted page, and an API (together, the “Service”).

The Service is provided on a subscription basis according to the plan you select. Plan allowances, features and prices are described on our pricing pages and may change as described in section 6.

We may modify, add to, or discontinue features. Where a change materially reduces the functionality of a paid plan, we will give reasonable notice by email to the address on your account and you may terminate under section 11.

You must provide accurate registration information and keep it current. You are responsible for all activity under your account, including activity by your teammates and by anyone using credentials issued from your account.

Accounts are organized into organizations. The organization owner controls billing, membership and deletion. Members you invite act with the permissions you grant them, and you are responsible for their actions on the Service.

API keys are public by design. The widget key is embedded in the pages of your website and is visible to anyone who views the page source. It is an identifier, not a secret. You are responsible for configuring domain restrictions and rate limits appropriate to your use, and for the consequences of traffic sent using your keys.

You must be at least the age of majority in your jurisdiction and not barred from receiving services under applicable law. The Service is not directed at children.

“Customer Content” means everything you upload, link, connect or otherwise provide: documents, images, web pages, database contents, prompts, configuration, and the questions and messages your end users submit through your assistant.

You retain ownership of Customer Content. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, index, embed and display it solely to operate and support the Service for you, and to comply with law. That licence ends when the content is deleted, except for backups retained for a limited period and records we must keep.

We do not use Customer Content to train models, ours or a third party's.

You represent and warrant that:

• you own Customer Content or have all rights necessary to provide it to us for the purposes above;
• Customer Content does not infringe any third party's intellectual property, privacy or other rights;
• you have obtained any consents required to process personal data contained in Customer Content, and you have a lawful basis for doing so; and
• Customer Content does not violate any applicable law or these Terms.

Content you add becomes answerable to the public. Your assistant has no login. Anyone who visits a page where your widget is embedded, or who has your hosted link, can ask questions and receive answers drawn from what you uploaded. Do not upload confidential information, personal data of third parties, payment details, credentials, or anything you are not willing to have disclosed to an anonymous member of the public. You accept this risk when you add a source.

This section is the most important one in these Terms. Read it.

The Service uses large language models supplied by third parties to generate answers from Customer Content. Generated answers are probabilistic, not deterministic. The same question may produce different answers. Answers may be incomplete, out of date, misleading, or wrong, including in ways that read as confident and plausible.

We design the Service to answer only from Customer Content, to cite the source of each claim, and to decline rather than speculate. These are engineering measures that reduce error. They are not a guarantee of accuracy, and no such guarantee is given.

You are the publisher of what your assistant says. Your assistant answers your end users in your name, on your website, from content you chose. As between you and us, you are responsible for its output and for any reliance placed on it by your end users, employees, or anyone else.

You are responsible for, and must not use the Service to provide, any of the following without independent professional review:

• medical, health, or safety-critical guidance;
• legal, tax, accounting, or regulatory advice;
• financial, investment, lending, or insurance advice or decisions;
• employment, housing, credit, or other decisions subject to anti-discrimination law; and
• any use where an inaccurate answer could cause death, personal injury, or serious harm.

You must review the content you provide, test your assistant before deploying it, monitor its answers, and make clear to your end users that they are interacting with an automated system where the law or the context requires it. Some jurisdictions require disclosure that a user is speaking with an AI; compliance is your responsibility.

Third-party model providers may change, deprecate or restrict their models. We may substitute an equivalent model without notice. Output may change as a result.

You must not, and must not permit anyone else to:

• use the Service to store, process or distribute content that is unlawful, defamatory, harassing, hateful, sexually exploitative, or that infringes another's rights;
• attempt to circumvent plan limits, rate limits, quotas, spend caps, domain restrictions, or any other technical control;
• probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, without our prior written consent;
• use the Service to develop a competing product, or to benchmark it for publication, without our prior written consent;
• resell, sublicense, or provide the Service to third parties except as your own end users interacting with your assistant;
• use automated means to extract the Service's underlying model, prompts, embeddings, or index, or attempt to reconstruct them;
• send prompts designed to make the assistant ignore its instructions, reveal system prompts, or produce content prohibited by this section; or
• interfere with the integrity or performance of the Service or the data of any other customer.

We may suspend access immediately, without notice, where we reasonably believe continued access presents a security risk, a legal risk, or a risk of harm to others or to the Service. We will restore access promptly once the cause is resolved.

Paid plans are billed in advance on a recurring basis, monthly or annually as selected, through our payment processor. By subscribing you authorise recurring charges to your payment method until you cancel.

Price changes. We may change prices. A change to the price of your current plan takes effect at your next renewal, and we will give you at least 30 days' notice by email beforehand. You may cancel before renewal if you do not accept the change.

Upgrades and downgrades. An upgrade takes effect immediately and is charged pro rata. A downgrade takes effect at your next renewal; you keep the higher plan until then and no credit is issued for the unused portion.

Trials. Where a plan offers a free trial, usage during the trial may be capped below the plan's ordinary allowances. One trial per account. Unless you cancel before the trial ends, the subscription continues and your payment method is charged.

Cancellation and refunds. You may cancel at any time from your dashboard. Cancellation takes effect at the end of the paid period; you retain access until then and the account then reverts to the free plan. Fees already paid are non-refundable except where required by law or expressly stated otherwise.

Non-payment. If a charge fails we may retry, restrict features, or suspend the account. You remain liable for amounts due.

Prices exclude taxes. You are responsible for all sales, use, VAT, GST and similar taxes, excluding taxes on our income. Where we are required to collect them, they are added to your invoice.

The Service depends on third parties for hosting, databases, authentication, payment processing, email delivery, and language models. Customer Content is transmitted to and processed by those providers to the extent needed to operate the Service.

We select providers with care and impose contractual protections, but we do not control them. We are not responsible for their acts, omissions, outages, pricing, or changes to their terms, except to the extent we are directly liable under section 9.

If you connect your own systems to the Service, you are responsible for those systems, for the credentials you supply, and for ensuring the access you grant is appropriately limited.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. To the fullest extent permitted by law, we disclaim all warranties, express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

Without limiting the above, we do not warrant that:

• the Service will be uninterrupted, timely, secure, or error-free;
• answers generated by the Service will be accurate, complete, current, or fit for any purpose;
• defects will be corrected, or that the Service is free of harmful components; or
• the Service will meet your requirements or produce any particular business result.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, CONTRACTS, CUSTOMERS, OR DATA, however caused and on any theory of liability, whether in contract, tort (including negligence), strict liability or otherwise, and whether or not we were advised of the possibility of such damages.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED US DOLLARS (US$100).

For clarity and without limitation, we are not liable for: lost revenue or lost customers attributable to an answer your assistant gave; claims brought against you by your end users, customers, employees or regulators; decisions taken in reliance on generated answers; the disclosure of content you chose to make answerable; downtime of the Service or of any third party it depends on; or the cost of substitute services.

These limitations apply even if a limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk that is a fundamental basis of the pricing of the Service.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

You will defend, indemnify and hold harmless ChatAgentLy, its affiliates, and their officers, directors, employees and agents from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost or expense (including reasonable legal fees) arising out of or relating to:

• Customer Content, including any claim that it infringes or misappropriates a third party's rights;
• answers generated by your assistant and any reliance on them, including claims brought by your end users, customers or employees;
• your use of the Service in breach of these Terms or applicable law;
• your failure to obtain consents or provide disclosures required by privacy, consumer protection, or AI-disclosure law; or
• any dispute between you and a third party arising from your use of the Service.

We will notify you of any claim, allow you to control the defence with counsel of your choosing (subject to our approval, not to be unreasonably withheld), and cooperate at your expense. You may not settle a claim in a way that imposes any obligation or admission on us without our prior written consent.

Each party may receive information of the other that is marked confidential or would reasonably be understood as confidential. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and contractors bound by comparable obligations, or where compelled by law.

Our processing of personal data contained in Customer Content is described in our Privacy Policy. Where you are a controller and we are a processor under applicable data protection law, that policy and any data processing addendum we execute with you govern that processing.

You are responsible for determining whether the Service is appropriate for the categories of data you choose to put into it, and for not putting into it categories of data it is not designed to hold.

These Terms apply for as long as you use the Service. You may terminate at any time by cancelling your subscription and deleting your account.

We may suspend or terminate your access, with notice where practicable, if you materially breach these Terms and do not cure the breach within 15 days of notice; immediately if the breach is not capable of cure or presents a risk under section 6; or if we cease offering the Service, in which case we will give reasonable notice and refund any prepaid, unused fees.

On termination your right to use the Service ends. The content your assistant answers from is removed. Records we are required to keep, and aggregated data that does not identify you, may be retained. Sections 4, 5, 9, 10, 11 and 14 survive termination.

We may update these Terms. For material changes we will give at least 30 days' notice by email to the address on your account or by prominent notice in the Service, and the updated Terms take effect on the date stated. Continued use after that date constitutes acceptance. If you do not accept, your remedy is to stop using the Service and cancel before the effective date.

The date at the top of this page is the date of the current version.

Governing law. These Terms are governed by the laws of [GOVERNING JURISDICTION], without regard to its conflict-of-laws rules. The courts of [VENUE] have exclusive jurisdiction, and each party consents to that venue, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Notices. Notices to you may be sent to the email address on your account. Notices to us must be sent to [NOTICE ADDRESS], with a copy to contact@chatagently.com.

Assignment. You may not assign these Terms without our written consent, except to a successor of all or substantially all of your business. We may assign to an affiliate or in connection with a merger, acquisition or sale of assets.

Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control, excluding payment obligations.

Severability and waiver. If a provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver of it.

Entire agreement. These Terms, together with the Privacy Policy and any order form or addendum we execute, are the entire agreement between us on this subject and supersede prior understandings. No purchase order or other document you issue varies them.

Relationship. The parties are independent contractors. Nothing creates a partnership, agency, joint venture, or employment relationship.