Subscription Service
Agreement Terms

Last Updated: 1/5/2026 (v2.1)

This agreement is between Chatsi, Inc. (‘CHATSI’ or ‘Provider’), a Delaware corporation, and the customer agreeing to these terms (Customer). It is dated as of the date the customer signs the encompassing Order.

2. USE OF SERVICE.

1. Software-as-a-Service (SaaS). This agreement provides Customer access to and usage of an Internet based software service as specified on an order and as further described at: http://chatsi.ai (Service). In addition, setup and configuration services may be performed by CHATSI under the terms of this agreement (Setup Services).

a. Customer Content and Data Access. Customer data, including but not limited to website content, product information, order details, customer profiles, transaction data, and other e-commerce-related information accessed or processed by CHATSI's AI chatbot services (Customer Content), remains the property of Customer. Customer grants CHATSI a non-exclusive, worldwide, royalty-free license to access, retrieve, modify, display, and otherwise process Customer Content solely for the purpose of providing chatbot services under this agreement. CHATSI will not use Customer Content for any other purpose without prior written consent from Customer.

b. Data Collection and Consent. If the chatbot services collect personal information, including but not limited to names, email addresses, or other contact information, for purposes such as merchant follow-up, subscription to the merchant’s database, or marketing communications, Customer is responsible for ensuring that appropriate consent is obtained from individuals as required under applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the CAN-SPAM Act, and Canada’s Anti-Spam Legislation (CASL). Customer must ensure that individuals are informed about how their data will be used and provided with the opportunity to opt out of future communications. Customer will maintain accurate records of consent and opt-out requests.

c. Backend Integration and Third-Party Access. Customer acknowledges that CHATSI's chatbot services may require integration with third-party e-commerce platforms (e.g., Shopify, WordPress, WooCommerce, BigCommerce, Salesforce, Magento, Miva) and other systems via API or other secure access methods. Customer is responsible for granting the necessary permissions and ensuring that such access complies with the platform's terms and policies. Customer acknowledges that CHATSI is not responsible for disruptions, limitations, or security breaches arising from third-party platforms or their APIs.

d. Customer Responsibilities. Customer is responsible for: i. Keeping passwords secure and confidential. ii. Ensuring the accuracy and legality of Customer Content and all activity within its Service account. iii. Using commercially reasonable efforts to prevent unauthorized access to its account and promptly notifying CHATSI of any such unauthorized access. iv. Using the Service only in accordance with its documentation and applicable law. v. Safeguarding all platform credentials, API keys, and access tokens shared with CHATSI. vi. Monitoring chatbot activity, including transactions, inventory updates, and customer communications, to ensure alignment with business objectives. vii. Configuring appropriate user permissions and access levels to prevent unauthorized chatbot actions. viii. Validating any critical information provided by the chatbot before relying on it for financial, legal, or operational decisions. Customer acknowledges that errors or unintended actions initiated by the chatbot, including pricing mistakes, incorrect orders, or misconfigured content, are the Customer's responsibility unless such issues arise from CHATSI's gross negligence or willful misconduct.

e. CHATSI Support. CHATSI will provide customer support under the terms of CHATSI’s Customer Support Policy, available at http://chatsi.ai. This policy is incorporated into this agreement by reference.

f. Beta Features. If Customer is provided access to beta features within the Service, Customer understands that these features may not become permanent, may change, and may be terminated by CHATSI without notice.

g. Trial. If Customer has registered for a trial use of the Service, Customer may access the Service for the limited duration specified by CHATSI. The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period, unless Customer converts its account to a paid Service.

h. Security Measures. CHATSI will implement reasonable technical and organizational measures to secure Customer Content and access credentials, including encryption, secure storage, and access controls. CHATSI will promptly notify Customer of any suspected unauthorized access or data breach involving Customer Content.

i. AI Accuracy and Limitations. Customer acknowledges that CHATSI's services rely on artificial intelligence, machine learning and natural language processing technologies, which may produce inaccurate, misleading, or incomplete outputs. Customer agrees to use the chatbot services as a supplementary tool and not as a sole decision-making authority. CHATSI disclaims liability for any business decisions, customer disputes, or financial losses resulting from chatbot-generated content or actions (see Section 9 for additional terms regarding No Warranties, Limitations on Liability, Indemnification, and Risk Mitigation). Customer is encouraged to maintain appropriate insurance coverage to protect against potential risks associated with the use of AI chatbot services.

j. Checkout & Support Handoff (No Payment Processing; No Support Commitments). If the chatbot is enabled to add items to cart, apply Customer-configured promotions, or link or pre-fill checkout; all payments and refunds occur only in Customer’s platform or gateway, not in the chatbot. CHATSI does not collect, store, or transmit any cardholder data. For support, the chatbot may answer FAQs and in some cases open tickets in Customer’s support tool, or hand off to Customer’s team. Customer controls all checkout and support settings and remains responsible for final responses, SLAs, and outcomes. CHATSI isn’t liable for transactions or support outcomes in Customer’s systems except to the extent directly caused by CHATSI’s gross negligence or willful misconduct.

k. Exporting Customer Content. Customer may export its Customer Content from the chatbot platform during the term of this agreement using the available export tools. Upon termination, CHATSI will provide Customer a 30-day window to retrieve its content before permanent deletion.

l. Third-Party Use. Customer may permit authorized third parties, such as contractors or partners, to interact with the chatbot services solely for Customer's benefit. Customer is responsible for ensuring that such third parties comply with this agreement and assumes liability for their actions.

m. Liability for Revenue Loss & Critical E-commerce Operations. CHATSI is not liable for lost sales, missed revenue, or business interruptions, particularly during high-traffic sales events such as holiday shopping seasons or promotional campaigns.

n. User Data & Privacy (Beyond PII). CHATSI will not use end-customer data collected through chatbot interactions for any purpose other than providing the Service. Customers are responsible for ensuring that their privacy policies inform end-users that chatbot conversations may be stored and processed by CHATSI as part of the Service.

o. AI Training & Data Use Clarification. Customer Content and chat logs will not be used to train general foundational AI models unless the Customer explicitly opts in. CHATSI may use anonymized and aggregated data for CHATSI model fine-tuning, machine learning, product improvements, technical enhancements, and performance optimization.

p. API Rate Limiting and Platform Downtime. CHATSI is not responsible for failures, delays, or interruptions in service caused by third-party rate limiting, API restrictions, or platform downtimes. Customer is encouraged to work with their platform provider to secure necessary API allowances and ensure adequate capacity for high-traffic periods.

q. Third-Party AI Providers & Pass-Through Terms. Customer acknowledges that the AI functionality may utilize third-party model providers and infrastructure. Provider may update or substitute models or infrastructure of substantially equivalent or better capability. Customer agrees to comply with any applicable third-party usage policies that Provider surfaces within the Service. Provider is not responsible for service interruptions or limitations caused by such third parties, except to the extent arising from Provider’s gross negligence or willful misconduct.

r. Output Ownership & Use. As between the parties and to the extent permitted by law, Customer owns all right, title, and interest in the outputs generated by the Service from Customer prompts and/or Customer Content (“Outputs”). Provider hereby assigns (and agrees to assign) to Customer any rights Provider may have in the Outputs. Customer is responsible for vetting Outputs for accuracy and fitness for purpose, and Provider disclaims any warranty that Outputs are accurate, complete, or non-infringing (see Sections 9 and 10).

s. Third-Party Model Terms & Indemnities. Certain features use third-party AI models (e.g., Azure OpenAI, Google Vertex AI/Gemini). Customer’s use of Outputs must comply with any surfaced third-party usage policies. To the extent available, Provider will pass through any provider-offered IP indemnities for generated output (e.g., Microsoft’s Customer Copyright Commitment when required mitigations are implemented; Google Cloud’s Generative AI Indemnification for covered services), subject to those providers’ terms and conditions.

t. Data Residency; Retention; Deletion. Provider will process Customer Content in the regions indicated on the Order, if any. Unless otherwise required by law, conversation logs and usage metadata may be retained for up to ninety (90) days for security, troubleshooting, and billing; thereafter Provider may retain anonymized and aggregated data for product improvement. Upon termination, Provider will follow Section 2(k) for export and deletion.

u. Chatbot Statements; No Authority to Bind. The chatbot generates automated responses and has no authority to make binding commitments on behalf of Customer or CHATSI (including warranties, SLAs, discounts, credits, refunds, or legal/compliance statements). Any such statements are non-binding until reviewed and confirmed by an authorized person or reflected in Customer’s systems. Neither party is liable for losses arising from reliance on unreviewed chatbot statements, except to the extent directly caused by CHATSI’s gross negligence or willful misconduct and subject to §8.

v. Customer-Facing Notices. Customer will (i) include in its website Terms of Use and/or Support/Refund policies a clear statement that chatbot (AI Assistant) responses are AI-generated, informational only, and not binding offers, warranties, SLAs, credits, or refunds, and that checkout terms/policies control; and (ii) display a conspicuous notice adjacent to the chatbot input with a link to Customer’s applicable terms. Provider will surface configurable fields in the product to enable such notice; Customer is responsible for the content of the notice and compliance. Failure by Customer to implement these notices does not expand Provider’s obligations or liability and is governed by §§8–9.

3. WARRANTY.

a. Service Warranty. CHATSI warrants to Customer: (i) that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum availability in any given month as provided in the chart below (excluding maintenance outages, events beyond our reasonable control, and outages that result from any Customer or third party technology issues); (ii) the functionality or features of the Service may change but will not materially decrease during any paid term; and (iii) that the Support may change but will not materially degrade during any paid term.

Edition Warranty Credit

• Enterprise 99.8% Uptime 4% of Monthly fee for each hour of downtime beyond the warranty
• Pro 98% Uptime 2% of Monthly fee for each hour of downtime beyond the warranty
• Lite 96% Uptime 2% of Monthly fee for each hour of downtime beyond the warranty

The maximum amount of the credit is 100% of the fee for such month.

b. Limited Remedy. Customer’s exclusive remedy and CHATSI’s sole obligation for its failure to meet the warranty in a(i) above will be for CHATSI to provide a credit for the applicable month as provided in the chart above (if this agreement is not renewed, then a refund), for the month; provided that Customer notifies CHATSI of such breach within 30 days of the end of that month.

c. Setup Services Warranty. CHATSI warrants that, for a period of 30 days from delivery, it has performed the Setup Services in conformance with generally accepted practices within the software services industry. Customer must notify CHATSI of any breach of this warranty no later than 30 days after delivery of the Services. Customer’s exclusive remedy and CHATSI’s entire liability under this warranty will be for CHATSI to re-perform any non-conforming portion of the Setup Services, or if CHATSI cannot remedy the breach then refund the portion of the fee attributable to such non-conforming portion of the Setup Services. This warranty will not apply to the extent Customer, its contractors or agents have modified any item.

d. Disclaimer. CHATSI disclaims all other warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. While CHATSI takes reasonable physical, technical and administrative measures to secure the Service, CHATSI does not guarantee that the Service cannot be compromised. Customer understands that the Service and Setup Service may not be error free, and use may be interrupted.

4. PAYMENT.

Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.

4A. AI USAGE AND TOKEN ECONOMICS.

Customer’s AI usage is metered in AI Tokens and governed by this Section 4A. If the Order specifies “Inclusive AI Usage”, such usage is capped at the limit stated on the Order; if no limit is stated, the default annual cap is five hundred million (500,000,000) AI Tokens per contract year. If Inclusive AI Usage is not specified, the Annual Token Pool model in §4A.1 applies. Usage is recorded and reconciled as set forth in §4A.1 and, where applicable, applied against prepaid Token Blocks on a FIFO basis. If actual or projected usage exceeds the applicable limit (including any Inclusive AI Usage cap), Provider will notify Customer pursuant to §4A.4 and, at Customer’s election, (i) Customer may purchase additional Token Blocks at the Token Block Rate (§4A.2), or (ii) Provider may implement usage controls, which may include model step-down, rate limiting, or pausing non-critical AI features, to manage consumption. Customer is responsible for capacity planning and configuration selections, and Provider will implement reasonable optimization measures as described in §4A.3.

4A.1 Annual Token Pool. Customer commits to an annual AI token pool as specified on the Order. Usage is deducted first from any prepaid Token Blocks on a FIFO basis. At the end of each calendar quarter, the parties reconcile actual usage against the pro-rata quarterly allocation (¼ of the annual pool) and invoice any net usage not covered by prepaid balances on Net-30 terms. Prepaid Token Blocks expire twelve (12) months after purchase (FIFO). Carryover to a new contract year is contingent on timely renewal; otherwise §7.g applies. Customer may purchase additional Token Blocks during the year to maintain a positive balance; such purchases are credited to the prepaid balance and do not change the Annual Token Pool unless the parties amend the Order.

4A.2 Token Blocks; Pricing; Price Changes. AI token usage is priced at the Token Block Rate. Token Block pricing follows fair-market pricing. Provider may adjust pricing on thirty (30) days’ notice; changes do not apply to previously purchased Token Blocks. Customers may purchase Token Blocks in advance to maintain a positive balance; otherwise, AI Token usage is billed via the quarterly true-up at the Token Block Rate.

4A.3 Model & Configuration Controls. Provider will apply context optimization and caching to minimize token consumption while maintaining quality.

4A.4 Transparency, Alerts & Optional Caps. Provider will provide automated notifications at 90% of (i) the pro-rata quarterly allocation and (ii) any Customer-defined spend cap. Upon reaching a Customer-defined hard cap, Provider will throttle or pause non-critical AI usage unless Customer authorizes additional spend.

5. MUTUAL CONFIDENTIALITY.

a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). CHATSI’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design, software, workflow processes, prompts, designs, layout, practice, methods, organization and other technologies). Customer’s Confidential Information includes without limitation Customer Personal Data (as defined below) and other related information.

b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

d. Customer Personal Data Exception. Notwithstanding the provisions of Section 5.c. or any other provisions of this Agreement, none of the exclusions set forth in Section 5.c. apply to any Customer Personal Data, whether provided by or on behalf of Customer to CHATSI or the Services for processing or generated or derived from such processing and regardless of whether such Customer Personal Data may be publicly available or otherwise qualify for exclusion under any of the other provisions of Section 5.c. The preceding sentence does not prohibit or limit CHATSI from any use or disclosure of any information that may be the same as any Customer Personal Data but which CHATSI can demonstrate by documentary evidence was: (a) obtained by CHATSI without access to, reference to or use of any Customer Personal Data; and (b) at all times maintained separately from and not in any way combined, commingled, compared, benchmarked or in any way associated with any Customer Personal Data.

6. CHATSI PROPERTY.

a. Reservation of Rights. The software, workflow processes, user interface, designs and other technologies provided by CHATSI as part of the Service are the proprietary property of CHATSI and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with CHATSI. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. CHATSI reserves all rights unless expressly granted in this agreement.

b. Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

c. Aggregate Data. During and after the term of this agreement, CHATSI may use non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.

7. TERM & TERMINATION.

a. Term. This agreement continues until all orders have terminated.

b. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 60-day notice/cure period, if the breach has not been cured.

c. Suspension for Non-Payment. CHATSI may temporarily suspend or terminate, or both, the Service if Customer’s payment on any invoice is more than 60 days past due.

d. Return of Customer Content. Within 30-days after termination, upon request CHATSI will make the Service available for Customer to export Customer Content as provided in Section 2(a). After such 30-day period, CHATSI has no obligation to maintain the Customer Content and may destroy it.

e. Return CHATSI Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay CHATSI for any unpaid amounts, and destroy or return all property of CHATSI. Upon CHATSI’s request, Customer will confirm in writing its compliance with this destruction or return requirement.

f. Suspension for Violations of Law. CHATSI may temporarily suspend the Service or remove the applicable Customer Content, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. CHATSI will attempt to contact Customer in advance.

g. Effect of Termination; Tokens. Upon any termination or cancellation of this Agreement or an applicable Order, any prepaid, unused AI Tokens (including unused portions of the Annual Token Pool) are forfeited and non-refundable, and have no cash value. Notwithstanding the foregoing, if (i) Provider terminates for convenience, or (ii) Customer terminates for Provider’s uncured material breach pursuant to Section 7.b, Provider will refund Customer the prepaid, unused Token Block amounts as Customer’s sole and exclusive remedy.

8. MUTUAL LIABILITY LIMIT.

a. MUTUAL Exclusion of indirect Damages. Neither the Customer or CHATSI will be liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss provided, however, that for the avoidance of doubt, damages arising in connection with indemnification obligations will be considered “direct” damages for which recovery will not be barred by this exclusion.

b. Total limit on Liability. CHATSI’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12-month period prior to the event that gave rise to the liability. The foregoing limitation of liability shall not apply to (i) claims for damages for personal injury or wrongful death; (ii) claims for damage to tangible property; (iii) claims for damages for which CHATSI has indemnified Customer; (iv) claims against CHATSI for the presence of Illicit Code (as defined below); (v) claims resulting from CHATSI’s violation of applicable law; (vi) claims resulting from CHATSI’s recklessness, gross negligence or willful misconduct; (vii) and claims regarding CHATSI’s breach of confidentiality 12-month period prior to the event that gave rise to the liability.

9. LIMITATIONS OF LIABILITY RELATED TO AI SERVICES

a. No Warranties. CHATSI provides the AI Services "as is" and without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. CHATSI does not warrant that the AI Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

b. Disclaimer of Accuracy. CHATSI makes no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any output, results, or information generated or provided by the AI Services. Customer acknowledges that the AI Services may produce inaccurate, misleading, or biased results and agrees to use the AI Services at its own risk.

c. Limitations on Liability. To the maximum extent permitted by applicable law, CHATSI shall not be liable to Customer or any third party for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with the use of or inability to use the AI Services, even if CHATSI has been advised of the possibility of such damages.

d. Indemnification. Customer agrees to indemnify, defend, and hold harmless CHATSI, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

Customer's use of the AI Services;
Customer's breach of this Agreement; or
Any claims of infringement of intellectual property rights or violation of applicable laws by Customer or any third party using the AI Services through Customer's account.

e. Mitigation of Risk. Customer acknowledges the inherent limitations of AI technology and the importance of human oversight and review of any content or information generated by the AI Services. Customer agrees to implement reasonable measures to mitigate the risks associated with the use of the AI Services, including but not limited to:

Conducting independent verification of any AI-generated content or information before using it for any purpose.
Maintaining proper data and content availability to the systems that feed base-level information into the AI Service in order to protect against potential risks associated with the use of outputs from the AI Services.
Providing prompt feedback to CHATSI regarding any errors, inaccuracies, or issues encountered while using the AI Services.
Maintaining appropriate insurance coverage to protect against potential risks associated with the use of AI Services.

10. INDEMNITY.

a. Defense of Third Party Claims. CHATSI will defend or settle any third party claim against Customer to the extent that such claim alleges that CHATSI technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies CHATSI of the claim in writing, cooperates with CHATSI in the defense, and allows CHATSI to solely control the defense or settlement of the claim. Costs. CHATSI will pay infringement claim defense costs incurred

Subscription Service Agreement Terms