Terms of Service

THESE TERMS OF SERVICE (the “Agreement”) GOVERN YOUR RECEIPT, ACCESS TO, AND USE OF THE SERVICES PROVIDED BY chatmatrix.ai, INC. (“ChatMatrix”). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:

The Service

1.1 Service Description

ChatMatrix owns and provides a cloud-based artificial intelligence service offering chatbots for customer support, sales, and user engagement (the “Service”). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service (“ChatMatrix Content”). Customers will not receive or have access to the underlying code or software of the Service (collectively, the “Software”) nor receive a copy of the Software itself.

1.2 Customer’s Subscription

Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through ChatMatrix’s website or service portal that reference this Agreement and describe the business terms related to Customer’s subscription (“Order(s)”). All subscriptions are for the period described in the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any third party (“Users”).

1.3 ChatMatrix’s Ownership

ChatMatrix owns the Service, Software, ChatMatrix Content, Documentation, and anything else provided by ChatMatrix to the Customer (collectively, the “ChatMatrix Materials”). ChatMatrix retains all rights, title, and interest (including all intellectual property rights) in and to the ChatMatrix Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by ChatMatrix.

1.4 Permissions

The Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is solely the Customer's responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, ChatMatrix has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against ChatMatrix must be brought by the Customer, not the Affiliate. An “Affiliate” of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where “control” means the ownership of more than fifty percent (50%) of the voting shares or other equity interests.

Restrictions

2.1 Customer’s Responsibilities

The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.

2.2 Use Restrictions

The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to ChatMatrix; (h) test the Service's vulnerability without authorization. If the Customer’s use of the Service significantly harms ChatMatrix or the Service’s security or integrity, ChatMatrix may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.

2.3 API Access Restrictions

ChatMatrix may provide access to APIs as part of the Service. ChatMatrix reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. ChatMatrix may also suspend or terminate API access at any time.

Third-Party Services

The Service may interface with third-party products, services, or applications that are not owned or controlled by ChatMatrix ("Third-Party Services"). Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service require, customers will be responsible for providing their login information to ChatMatrix solely for the purpose of enabling ChatMatrix to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. ChatMatrix does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. ChatMatrix expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the customer's own risk. ChatMatrix shall not be liable for any issues arising from the use or inability to use Third-Party Services.

Financial Terms

4.1 Fees

Customers are required to pay for access to and use of the Service as detailed in the applicable order ("Fees"). All Fees will be charged in the currency stated in the order or, if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. ChatMatrix reserves the right to modify its Fees or introduce new fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised fees.

4.2 Payment

ChatMatrix, either directly or through its third-party payment processor ("Payment Processor"), will bill the customer for the Fees using the credit card or ACH payment information provided by the customer. ChatMatrix reserves the right to charge the customer's credit card or ACH payment method for any services provided under the order, including recurring Fees. It is the customer's responsibility to ensure that ChatMatrix has current and accurate credit card or ACH payment information. Failure to provide accurate information may lead to a suspension of access to the Services. ChatMatrix also reserves the right to offset any Fees owed by the customer. If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor's terms, conditions, and privacy policies, in addition to this Agreement. ChatMatrix is not responsible for errors or omissions by the Payment Processor. ChatMatrix reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If the customer authorizes, through accepting an order, recurring charges will be automatically applied to the customer's payment method without further authorization until the customer terminates this Agreement or updates their payment method.

4.3 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If ChatMatrix is obligated to pay or collect Taxes for which the customer is responsible, ChatMatrix will invoice the customer for such Taxes unless the customer provides ChatMatrix with a valid tax exemption certificate authorized by the appropriate taxing authority beforehand. For clarity, ChatMatrix is solely responsible for taxes based on its income, property, and employees.

4.4 Failure to Pay

If a customer fails to pay any Fees when due, ChatMatrix may suspend access to the Service until overdue amounts are paid. ChatMatrix is authorized to attempt charging the customer's payment method multiple times if an initial charge is unsuccessful. If a customer believes they have been incorrectly billed, they must contact ChatMatrix within sixty (60) days from the first billing statement showing the error to request an adjustment or credit. Upon receiving a dispute notice, ChatMatrix will review and provide the customer with a written decision, including evidence supporting this decision. If it is determined that the billed amounts are due, the customer must pay these amounts within ten (10) days of receiving ChatMatrix's written decision.

Term and Termination

5.1. Agreement Term and Renewals

Subscriptions to access and use ChatMatrix's service ("Service") commence on the start date specified on the applicable Order ("Subscription Start Date") and continue for the duration of the Subscription Period. Customers may opt not to renew their Subscription Period by notifying ChatMatrix at billing@chatmatrix.ai (provided that ChatMatrix confirms such cancellation in writing) or by modifying their subscription through the Customer’s account settings within the Service. This Agreement takes effect on the first day of the Subscription Period and remains effective for the duration of the Subscription Period stated on the Order, including any renewals of the Subscription Period and any period that the Customer is using the Service, even if such use is not under a paid Order ("Term"). If this Agreement is terminated by either party, it will automatically terminate all Orders. If a Customer cancels or chooses not to renew their paid subscription to the Service, the Customer's subscription will still be accessible but will automatically be downgraded to a version of the Service with reduced features and functionality that ChatMatrix offers to unpaid subscribers ("Free Version"). Should this Agreement be terminated by either ChatMatrix or the Customer, or should the Customer delete its workspace within the Service, access to the Free Version will be revoked.

5.2. Termination

Either party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice. ChatMatrix may terminate a Customer's access to the Free Version at any time upon notice.

5.3. Effect of Termination

If the Customer terminates this Agreement due to an uncured breach by ChatMatrix, ChatMatrix will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If ChatMatrix terminates this Agreement due to an uncured breach by the Customer, the Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the date of termination. No termination will relieve the Customer of the obligation to pay any Fees payable to ChatMatrix for the period prior to the effective date of termination. Upon termination, all rights and licenses granted by ChatMatrix will cease immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, upon the Customer’s request, or if the Customer deletes its workspace within the Service, ChatMatrix will delete the Customer’s User Information, including passwords, files, and submissions, unless an earlier deletion is requested in writing. For Customers using the Free Version, ChatMatrix may retain User Submissions and User Information to facilitate continued use. ChatMatrix may delete all User Submissions and User Information if an account remains inactive for more than one (1) year.

5.4. Survival

Sections titled “ChatMatrix's Ownership”, “Third-Party Services”, “Financial Terms”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will survive any termination or expiration of this Agreement.

Warranties and Disclaimers

6.1. Warranties

Customers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations.

6.2. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CHATMATRIX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT CHATMATRIX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Limitation of Liability

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, CHATMATRIX WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER, CHATMATRIX'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER CHATMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Confidentiality

8.1 Definition

Each party (the “Receiving Party”) recognizes that the other party (the “Disclosing Party”) may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”). For ChatMatrix, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information of both parties. However, Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party without breaching any duty; (c) is received from a third party without breaching any duty; or (d) was 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 with at least the same degree of care it uses for its own similar information, but no less than a reasonable level of care; (b) restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement; (c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein; and (d) use the Confidential Information solely to fulfill obligations under this Agreement. This does not prevent sharing of Agreement terms or the other party’s name with potential investors or buyers under standard confidentiality terms.

8.3 Compelled Access or Disclosure

If required by law, the Receiving Party may access or disclose the Disclosing Party’s Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable help, at the Disclosing Party's expense, if the Disclosing Party wants to contest the disclosure.

8.4 Feedback

Customers may occasionally offer feedback on the Service (“Feedback”). ChatMatrix may choose to incorporate this Feedback into its services. Customers grant ChatMatrix a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as ChatMatrix sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback.

Data

9.1 User Information

Customers and their Users must provide information like names, email addresses, usernames, IP addresses, browsers, and operating systems (“User Information”) to access the Service. Customers authorize ChatMatrix and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee they have the necessary rights to provide User Information to ChatMatrix for processing as described in this Agreement. Customers are liable for their User Information and any unauthorized use of their credentials.

9.2 User Submissions

Customers grant ChatMatrix a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licenses under this Agreement.

9.3 Service Data

ChatMatrix collects data on Service performance and operation (“Service Data”) as Customers use the Service. Provided Service Data is aggregated and anonymized, without disclosing any personal information, ChatMatrix can use this data freely. ChatMatrix owns all rights to Service Data, but will not identify Customers or Users as its source.

9.4 Data Protection

ChatMatrix maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Nonetheless, Customers are responsible for securing their systems and data. ChatMatrix will not be liable for any unauthorized access to or use of Customer Data.

General Terms

10.1 Publicity

With prior written consent from the Customer, ChatMatrix is allowed to identify the Customer and use and display the Customer’s name, logo, trademarks, or service marks on ChatMatrix’s website and in ChatMatrix’s marketing materials. This will help in demonstrating the clientele and user base of ChatMatrix without compromising any confidential information or privacy rights of the Customer.

10.2 Force Majeure

ChatMatrix shall not be liable for any failure or delay in performing its obligations hereunder caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, strikes (excluding those involving ChatMatrix’s employees), riots, fires, natural disasters, wars, terrorism, or government actions. These circumstances provide a shield for ChatMatrix against unforeseen events that prevent it from fulfilling its service obligations.

10.3 Changes

ChatMatrix acknowledges that its service is an evolving, subscription-based product. To enhance customer experience, ChatMatrix reserves the right to make modifications to the Service. However, ChatMatrix commits to not materially reducing the core functionality provided to Customers. Furthermore, ChatMatrix may modify the terms of this Agreement unilaterally, provided that Customers are notified at least thirty (30) days before such changes take effect, with changes posted prominently, for example, on the ChatMatrix website terms page.

10.4 Relationship of the Parties

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between ChatMatrix and the Customer. Both parties are independent contractors, maintaining their respective operations and autonomy while cooperating under the terms laid out in this Agreement.

10.5 No Third-Party Beneficiaries

This Agreement is strictly between ChatMatrix and the Customer. It is not intended to benefit any third party, nor shall any third party have the right to enforce any provision of this Agreement.

10.6 Notices

Notices under this Agreement must be in writing and delivered to the respective party’s address specified in the Order or as subsequently updated by written notice. Notices are considered given: (a) when delivered personally; (b) the next business day after sending by a recognized overnight courier; (c) three business days after sending by certified mail; or (d) immediately when sent by email, provided no bounce-back or error message is received.

10.7 Governing Law

This Agreement is governed by and construed in accordance with the laws of the state or country in which ChatMatrix is headquartered, without regard to its conflict of laws principles. Any disputes arising from or related to this Agreement will be resolved exclusively in the courts located within the same jurisdiction.

10.8 Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by arbitration in accordance with the rules of the American Arbitration Association. The arbitration will take place in the city where ChatMatrix is headquartered, in English, before a single arbitrator. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court with jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

10.9 Entire Agreement

This Agreement, including all Orders, constitutes the entire agreement between ChatMatrix and the Customer regarding the Service and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

10.10 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Any waivers granted will be effective only if in writing and signed by both parties.

10.11 Severability

If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in effect.

10.12 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that ChatMatrix may assign this Agreement without consent to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other purported assignment is void.

10.13 Export Compliance

The Service, including any software provided as part of the Service, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customers will not permit any User to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Syria, or Crimea region of Ukraine) or in violation of any U.S. export law or regulation.

10.14 Anti-Corruption

Both parties agree to comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

10.15 Survival

Sections 4.1 (Payment Terms), 5 (Termination), 6 (Indemnification), 7 (Disclaimers and Limitations of Liability), 8 (Confidentiality), 9 (Data), and 10 (General Terms) will survive any termination or expiration of this Agreement.

10.16 Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart by facsimile or PDF is as effective as delivery of an originally executed counterpart.