Subscription Service Agreement Terms

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.

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.

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.

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

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.

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.

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.

AI Accuracy and Limitations. Customer acknowledges that CHATSI's AI chatbot services rely on 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.

Transactions and Financial Processing. If the chatbot is enabled to facilitate payments, refunds, discounts, or other financial transactions, Customer is responsible for: i. Ensuring proper configuration of payment gateways and transaction rules. ii. Reviewing all chatbot-initiated transactions for accuracy. iii. Addressing any disputes or errors arising from chatbot-processed payments with its customers. CHATSI disclaims responsibility for unauthorized or erroneous transactions unless directly caused by CHATSI's gross negligence or willful misconduct.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Term. This agreement continues until all orders have terminated.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 as part of its obligations above, and CHATSI negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then CHATSI may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If CHATSI determines that none of these are reasonably available, then CHATSI may terminate the Service and refund any prepaid and unused fees. Exclusions. CHATSI has no obligation for any claim arising from: CHATSI’s compliance with Customer’s specifications; A combination of the Service with other technology where the infringement would not occur but for the combination; Use of Customer Content; or Technology not provided by CHATSI. This section contains Customer’s exclusive remedies and CHATSI’s sole liability for intellectual property infringement claims.

By Customer. If a third-party claims against CHATSI that any part of the Customer Content infringes or violates that party's patent, copyright or other right, Customer will defend CHATSI against that claim at Customer’s expense and pay all costs, damages, and attorney's fees, that a court finally awards or that are included in a settlement approved by Customer, provided that CHATSI: promptly notifies Customer in writing of the claim; and allows Customer to control, and cooperates with Customer in, the defense and any related settlement.

Entire Agreement and Changes. This agreement, together with any Order, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, proposals, quotes, or agreements, whether oral or written, related to this subject matter. Customer acknowledges that it has not relied on any representation, promise, or inducement not expressly set forth in this agreement. No modification of this agreement shall be effective unless in writing and signed by both parties. No waiver of any provision of this agreement shall be effective unless in writing and signed by the party waiving the right.

Assignment. Neither party may assign or transfer this agreement or an Order to a third party without the prior written consent of the other party, except that either party may assign this agreement, without the consent of the other party, (i) to an affiliate or (ii) as part of a merger, acquisition, or sale of all or substantially all of its assets. Notwithstanding the foregoing, CHATSI may assign this agreement to any affiliate without Customer's consent.

Independent Contractors. The parties are independent contractors. Neither party has the power or authority to bind or obligate the other.

Enforceability and Force Majeure. If any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck from the agreement and the remaining provisions shall remain in full force and effect. Neither party shall be liable for any delay or failure to perform its obligations under this agreement (except for payment obligations) to the extent such delay or failure is caused by a force majeure event, which shall mean any event beyond a party's reasonable control, including but not limited to acts of God, fire, flood, earthquake, terrorism, war, governmental action, labor strikes, or shortages of labor or materials.

Money Damages Insufficient. In the event of a breach of this Agreement, each party acknowledges that money damages may not be a sufficient remedy, and the non-breaching party may be entitled to seek injunctive or other equitable relief, in addition to all other remedies available at law or in equity. This provision does not limit either party's right to seek specific performance as a remedy.

No Additional Terms. CHATSI rejects any additional or conflicting terms proposed by Customer in any purchase order or other document.

Order of Precedence. If there is any conflict between this Agreement and an Order, the terms of the Order shall control.

Survival of Terms. Any provisions of this agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Feedback. If Customer submits any ideas, suggestions, or feedback to CHATSI regarding the Service, Customer agrees that such submissions are non-confidential and non-proprietary, and CHATSI shall have a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such submissions in any media.