Agency Terms and Conditions

AGREEMENT TO OUR TERMS

ChatCapital Agency Terms and Conditions

AGREEMENT TO OUR LEGAL TERMS

We are ChatCapital, LLC doing business as ChatCapital (“The Company,” “we,” “us,” “our”). We operate the related products and services that refer or link to these legal terms (the “Terms”) collectively known as the “Services”. You can contact us by email at info@chatcapital.ai

These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “Agency Partner” as an affiliate or independent contractor where the relationship is further defined in section 23), and ChatCapital, concerning your access to sell and use of the Services to clients (“Clients”). You agree that by accessing the Services, you have read, understood, and consent to be bound by all of these Terms, as well as the User Terms and Conditions found here that are equally a part of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents may be incorporated into these Services from time to time and are hereby expressly incorporated herein by reference, including the User Terms and Conditions. We reserve the right, in our sole discretion, to make changes or modifications to any of these Terms at any time. You waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services as ChatCapital may at any time, without notice to you, revise this Agreement along with any other information contained in this website by updating this posting. ChatCapital may also make improvements or changes to the Services at any time without notice.

The following Terms of Service (the “Agreement”) are entered into by and between ChatCapital, LLC (“ChatCapital.AI” or “ChatCapital AI” or “ChatCapital”) and the person or entity on whose behalf the Services (as defined here) are used or accessed (the “Subscriber” or “user”) governing our platform services, including our software, programs, features, account portals, and technical support (the “Services”). For clarification, Subscriber includes both those who do and who do not pay for Services, including both those who promote and sell the Services (agencies and affiliates) to Clients and those who do not and who simply use the Services.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Terms for your records.

Subscriber’s Compliance with Prerecorded Message and Consent Requirements

Subscriber understands and acknowledges that ChatCapital provides tools for Subscriber’s responsible use, and it is Subscriber’s sole responsibility for such use. Continued access and use of the ChatCapital Services is subject to Subscriber’s compliance with the Terms of Use. ChatCapital may monitor, but is not obligated to and bears no responsibility for, uploading of information, databases or audios or videos. In addition to other requirements set forth in these Terms of Use, Subscriber agrees that it shall comply with all applicable laws and the following requirements in this document.

1. OUR A.I. SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

You, your employees, and your end user clients (“Clients”) may use the Platform only for lawful purposes and in accordance with these Terms and the User Terms and Conditions found here.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner of the intellectual property rights in our Services including how we add value to code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license with both the access to the Services, and to promote and to sell the Services to Clients. If we grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify ChatCapital as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.

Your submissions

Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload. By sending us Submissions through any part of the Services you:

• Confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• To the extent permissible by applicable law, waive any and all moral rights to any such Submission;
• Warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
• Warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

3. USER REPRESENTATIONS

By either using and/or promoting and selling the Services to your Clients, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

Confidentiality

During the performance of the Services, each party may disclose (the “Disclosing Party”) or receive (the “Receiving Party”) information of a confidential nature that is of value to the Disclosing Party, whether written or oral, that is:

• marked as “confidential,” or with a similar designation;
• identified by the Disclosing Party as confidential and/or proprietary before, during, or promptly after presentation or communication; or
• disclosed to (or otherwise acquired by) Receiving Party in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances or from the nature of the information or data disclosed, that the information or materials should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information”).

Disclosure and Use

Except as provided below or with the prior written consent of the Disclosing Party, the Receiving Party will not:

• disclose any Confidential Information of the Disclosing Party other than on a need-to-know basis to its directors, officers, members, managers, employees, affiliates, attorneys, and contractors, solely to the extent and only for the purpose of performing or exercising the Receiving Party’s rights and obligations under this Agreement;
• except as otherwise provided in this Agreement, use Confidential Information other than for fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement;
• allow others to make copies of such Confidential Information except as is reasonably necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement; or
• remove or export any such Confidential Information in violation of any applicable law. The Receiving Party shall treat the Confidential Information of the Disclosing Party, and will cause its directors, employees, attorneys, affiliates, and contractors to treat such Confidential Information, with at least the same degree of care and protection as it would use with respect to its own Confidential Information of a similar nature, but in no event less than reasonable care.

The obligations set forth above shall not apply with respect to the use or disclosure of information:

• previously known to the Receiving Party without obligation of confidence;
• independently developed by or for the Receiving Party without use of or access to the Disclosing Party’s Confidential Information and without breaching this Agreement;
• acquired by the Receiving Party from a third party which is not under an obligation of confidence with respect to such information; or
• which is or becomes publicly available through no breach of this Agreement.

A Receiving Party may make a disclosure of Confidential Information if required either by applicable law or legal process (as a result of legal compulsion or in order to advance a defense to a claim), in response to a request by a governmental authority or in connection with a proceeding before a court, adversary proceeding, administrative proceeding, governmental or regulatory proceeding if:

• the Receiving Party only discloses that portion of the Confidential Information reasonably required to be disclosed; and
• unless prohibited by law, the Receiving Party provides reasonable notice to the Disclosing Party in advance of the disclosure so that the Disclosing Party may seek confidential treatment for the Confidential Information, a protective order or other appropriate remedy, relief or reliable assurances that confidential treatment will be afforded the information so disclosed at the sole cost and expense of the Disclosing Party or consent in writing to having the Confidential Information so produced or so disclosed (which consent will extend solely to the disclosure and production in question).

Return and Remedies

Upon the request of the Disclosing Party, or upon termination of this Agreement, Receiving Party will promptly return (or, with written permission from the Disclosing Party, destroy) all copies of any Confidential Information in its possession or control and, upon request, will acknowledge to the Disclosing Party in writing that such delivery or destruction has been fully effected. The Receiving Party acknowledges that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party will have the right to obtain an immediate injunction enjoining any breach of the Disclosing Party’s confidentiality obligations, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

Indemnification

Subscriber will defend (at ChatCapital’s option), indemnify, and hold ChatCapital and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents (collectively, “ChatCapital Indemnitees”) harmless from and against any and all claims, governmental investigations, demands, actions, and proceedings, real or threatened, and all losses, judgments, awards, settlements, damages, fines, injuries, penalties, and costs (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or related to:

• any breach or alleged breach of this Agreement, including the representations and warranties contained herein, by Subscriber,
• Subscriber’s negligence or misconduct, or
• Subscriber’s use of the Services or information obtained therefrom (including but without limitation, Subscriber transmitting or receiving communications through the Service).

If ChatCapital elects for Subscriber to provide defense, Subscriber will:

• obtain legal counsel reasonably acceptable to ChatCapital;
• permit ChatCapital to participate in the defense using separate counsel at ChatCapital’s cost; and
• not settle any action without the prior written consent of ChatCapital (which may not be unreasonably withheld).

The foregoing indemnification obligations represent the sole indemnification protections intended, and the Parties waive all right to any other indemnification protections provided by common law, statute, or otherwise.

4. USER REGISTRATION

All users are required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. By registering each user, you and each user you onboard consent to be bound by the User Terms and Conditions as specified here.

5. PROHIBITED ACTIVITIES

You and any Clients that you bring onto the Services platform may not access or use the Services for any purpose other than that for which we make the Services available. Both you and all your users that you onboard for Services agree not to:

1. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
5. Use any information obtained from the Services in order to harass, abuse, or harm another person.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Use the Services in a manner inconsistent with any applicable laws or regulations.
8. Engage in unauthorized framing of or linking to the Services.
9. Upload, retrieve, or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
10. THE USE, COLLECTION, AND AUTOMATION OF UNAUTHORIZED SCRIPTS, TOOLS, OR BOTS TO GATHER, MINE, OR EXTRACT DATA FOR SENDING OR MESSAGING.
11. Delete the copyright or other proprietary rights notice from any Content.
12. Attempt to impersonate another user or person or use the username of another user.
13. Upload, retrieve, or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including but without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (also referred to as “spyware” or “passive collection mechanisms” or “pcms”).
14. Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
16. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
17. Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
18. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including but without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software. (This exception is to encourage and support use of the Services.)
20. Use a buying agent or purchasing agent to make purchases on the Services.
21. Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
22. Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
23. Use the Services to advertise or offer to sell goods and services.
24. Sell or otherwise transfer your profile.

6. CUSTOMER or END USER CONDUCT

In connection with your use of the Platform or Services, you agree that:

1. You, your employees, agents, and Clients will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms of Service.
2. You are fully responsible for your actions and the actions of your employees, agents, and Clients with respect to use of the Platform.
3. You are fully responsible for the use of the Services by your Clients. ChatCapital’s agreement is with you, not your Clients. Kindly choose your clients and customers wisely and have them all agree to the USER TERMS AND CONDITIONS.
4. You, your employees, agents and Clients will not misrepresent the Services.
5. You will provide these Terms of Service to your employees, agents, and Clients and confirm that all employees, agents, and Clients understand that they are subject to these Terms of Service if they use or offer the Services.
6. You own or control all rights in and to all content you provide to ChatCapital.
7. You will be solely responsible for all of your use of the Platform, including the quality and integrity of any data and other information made available to us by or for you through the use of the Services under these Terms of Service and each Service that you make available to your Clients.
8. You have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your Client’s data to us for use and disclosure in accordance with these Terms of Service and our Privacy Notice.
9. You, your employees, and your Clients will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers.

7. CONTRIBUTION LICENSE

You and Services agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

8. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including but without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

Inclusive to these Agency Terms that all agencies (and affiliates) must agree to, are the User Terms and Conditions specified here. As an Agency Partner (or affiliate), you consent to these same User Terms and Conditions, and additionally, your Clients that you onboard, must also read and consent to all of the Terms and Conditions in order to use the Services.

9. PRIVACY POLICY

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

10. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING BUT WITHOUT LIMITATION, FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including but without limitation, pursuing civil, criminal, and injunctive remedies.

11. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You understand and agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

12. GOVERNING LAW

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Nevada applicable to agreements made and to be entirely performed within the State of Nevada, without regard to its conflict of law principles.

13. DISPUTE RESOLUTION

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitration proceedings shall be held in Las Vegas, NV and shall be adjudicated by one (1) neutral, non-interested arbitrator. Any arbitration award may be entered in a court of competent jurisdiction. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Las Vegas, Nevada. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Las Vegas, Nevada, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non-conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the State of Nevada, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the State of Nevada, and the Parties agree to submit to the personal jurisdiction of that court.

14. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

15. DISCLAIMER

Information on this website is not guaranteed to be correct, current, or complete, and this Site may contain technical inaccuracies or typographical errors. ChatCapital assumes no responsibility (and expressly disclaims responsibility) for updating this Site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, Subscriber should confirm the accuracy and completeness of all posted information before making any decision related to any Services.

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING BUT WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

SUBSCRIBER UNDERSTANDS AND AGREES THAT IF SUBSCRIBER DOWNLOADS OR OTHERWISE OBTAINS MATERIALS, INFORMATION, CONTENT, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, SUBSCRIBER DOES SO AT SUBSCRIBER’S OWN DISCRETION AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING BUT WITHOUT LIMITATION, LOSS OF DATA OR DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES. IN THOSE INSTANCES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.

16. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $50.00 USD (DENOMINATED IN UNITED STATES DOLLAR CURRENCY). CERTAIN STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

18. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY CONSENT TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

20. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

21. COMPLIANCE WITH LAW

Subscriber agrees to use the Services in accordance with all applicable federal, state, and local laws and regulations and industry standards. Without limiting the generality of the foregoing, Subscriber will use the Services in compliance with the Telephone Consumer Protection Act of 1991 (“TCPA”) and all regulations implementing the TCPA, other teleservices laws and regulations, and privacy and data security laws and regulations.

Subscriber acknowledges that all calls are recorded on the platform. Without limiting the generality of the foregoing, Subscriber agrees to comply with all state recording and wiretapping laws.

Subscriber bears sole responsibility for compliance with applicable laws and regulations and sole liability for any and all communications sent using the Services.

22. THIRD PARTY CONTENT & SITES

The Service may contain or may interact with or otherwise be associated with third party platforms, services, plug-ins, applications, ads, tools and/or other content, and/or links to third-party websites or other services that are not owned, controlled or operated by ChatCapital (collectively, “Third Party Services”), including services operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with ChatCapital. ChatCapital may also host our content, apps and tools on Third Party Services. ChatCapital is not responsible for the content of any Third Party Services. Subscriber’s use of a Third Party Service linked from the Service is at Subscriber’s own risk and will be governed by such third party’s terms and policies.

References on the Service to any names, marks, products, or services of third parties, or links to Third Party Services or information are not an endorsement, sponsorship, or recommendation of the third party, its information, products, or services. ChatCapital is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third Party Services. Some Third Party Services may impose fees for access to their resources through our Service and/or your account and you are responsible for all such fees. Finally, ChatCapital will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third Party Services.

You hereby grant ChatCapital an irrevocable perpetual license to use, reproduce, edit, create derivative works from, distribute, display, copy, transmit or otherwise use in any way, commercially or otherwise, any material that you post to any social networking site or other Third Party Service in connection with ChatCapital or Service.

23. RELATIONSHIP OF THE PARTIES

The parties hereto are independent contractors. Neither party is an employee, agent, partner, or joint venture of the other. Neither party shall have the right to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party.

24. RESALE OF SERVICES

Upon approval as an Agency or Affiliate, you are permitted to sell the Services. If you are authorized to sell access, you must comply with our minimum advertised price policy as described in this section and the provisions below.

Minimum Advertised Price (MAP). You cannot advertise access to the Platform for a price of less than $97 per month (the “MAP”).

Determining Advertised Price. The price at which you are advertising or marketing access to the Platform is determined after deduction of coupon discounts, rebates, value of product giveaways, gift card amounts, and other promotional offers, that have the effect of lowering an advertised price.

Media. This MAP policy applies to advertising in any media. However, this policy does not apply to advertising at a brick-and-mortar selling location that is not distributed or visible to customers outside that location, or final sale prices first disclosed to customers in “shopping carts” in web-based sales (so long as such prices cannot be retrieved by search engines or otherwise displayed to other customers).

Changes. The MAP is established by ChatCapital and may be changed by ChatCapital at any time in its sole discretion. Any changes to the MAP will be communicated by a change to this section of these Terms of Service. ChatCapital may also notify you of any change to the MAP.

Final Sale Price. This MAP policy applies only to the prices at which you advertise access to the Platform and does not restrict your ability to set the final price at which you resell access to the Platform. ChatCapital will not sanction or otherwise penalize you solely for reselling access to the Platform below the MAP.

Exceptions. This MAP policy does not apply to advertising within any jurisdiction in which minimum advertised price policies are prohibited by law. It is a violation of this policy, however, to transmit an advertised price less than the MAP from any such jurisdiction to customers in any jurisdiction in which the policy is permissible.

European Union and United Kingdom. For sales into the European Union and United Kingdom, this MAP policy does not prohibit you from offering consumers discounts or communicating to consumers that their final price could differ from the MAP.

Resale Restrictions. When selling the service, you agree that you are fully liable for the sale and onboarding of Clients for the Service, and will handle all disputes and inquiries that Clients have without any involvement from ChatCapital, unless ChatCapital offers to assist.

You Are Not ChatCapital. Do not present yourself as ChatCapital when reselling the Service. Rather than holding yourself as a representative of ChatCapital, simply indicate that – you are associated with ChatCapital as a representative agency/affiliate. Agencies shall not direct Clients to contact ChatCapital; rather the Agency is their main point of contact, including for Service support.

Suspension and Termination. We may suspend or terminate your ability to sell the Services as described in this section in our sole discretion, with or without advance notice to you, if we determine that you are violating this Agreement or for any other reason.

25. TRAINING

ChatCapital may offer training to you related to how to use the Services. All training and associated information conveyed as part of it (“Training”) is as-is, with no warranty, as explained further in Section 15 (Disclaimer). You know your own situation and your Clients, and you alone are responsible for how and whether you adopt any strategies learned through Training. ChatCapital makes no guarantees that Training will produce any particular outcome.

26. USER CUSTOMIZATION

Portions of the Platform may be edited by you, incorporating your name, logo, trademark. You are solely responsible for copyright, trademark or other intellectual property concerns connected with your marks and your Clients’ customized look and feel of the Platform. You acknowledge that you may not be able to customize the Platform according to your unique branding to the extent that your customization would appear to be independently developed. ChatCapital may remove any of your modifications at any time without advance notice and with no liability to you.

27. SECURITY

The Company maintains a formalized information security policy to comply with various regulatory and business requirements. This security policy protects all sensitive and confidential data stored, accessed, or transmitted by our software platform, including its applications, components, infrastructure, and underlying code.

The Company has designed a risk assessment program to assess the organization’s enterprise-level risk at least annually or upon significant changes to the environment. This program is designed to identify and assess threats to and vulnerabilities in systems and in the service.
The Company takes responsibility for implementing appropriate technical and organizational safeguards to ensure the protection of sensitive information. Employees of the Company are required to read and accept the terms of a confidentiality agreement upon hire that states they are prohibited from disclosing any company data from the systems and system components to which they have access.
The Company maintains strict control access to restrict private information to privileged users. These users are required to abide by their assigned responsibilities related to their elevated access.
The Company has established a Data Handling, Retention, and Disposal Program to manage information in accordance with applicable laws, regulations, policies, and standards. This program establishes a formal data retention schedule and implements a data classification standard to ensure the confidential data is secured.
The Company retains sensitive and confidential data only for as long as necessary to fulfill its purposes unless otherwise required by law or to meet legal and Client contractual obligations.
The Company segments its network to prevent direct or unauthorized connections between an external network and its information systems, in particular confidential data in cloud environments.
The Company maintains a vulnerability management program to ensure the confidentiality, integrity, and availability (CIA) of the organization’s information systems landscape, which includes all critical system resources. The program includes internal and external scans, penetration testing, and issue remediation for the purposes of identifying, detecting, classifying, prioritizing, remediating, validating, and continuously monitoring vulnerabilities.
The Company conducts independent third-party penetration tests at least annually on any systems with Confidential data or with a critical risk rating to identify security vulnerabilities.
Export Laws and International Privacy: Subscriber agrees to fully comply with all U.S. and other applicable export laws and regulations. Subscriber is not permitted to use the Services in connection with the processing of personal data of an EU, EEA, UK, or Swiss data subject or of any person located outside the United States of America.

28. SEVERABILITY AND SURVIVABILITY

If a court of competent jurisdiction holds any provision of this Agreement to be contrary to law or public policy or otherwise unenforceable, the remaining provisions shall remain in full force and effect; and the invalid provision shall remain in force as reformed by the court. Portions of this Agreement which by their nature would survive termination thereof (e.g., disclaimer of warranties, limitation of liability, indemnification) shall be deemed to survive.

29. WAIVER

No term or provision of this Agreement shall be deemed waived, and no breach consented to or excused unless such waiver, consent, or excuse is in writing and signed by the party claiming to have waived, consented, or excused. Should either party consent, waive, or excuse a breach by the other party, such shall not constitute a consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach.

30. MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, or employment created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

31. EARNINGS DISCLAIMER

Please be aware that any discussions regarding potential earnings or income from being an agency or affiliate, or through the use of our platform, including but not limited to, conversational AI technology, are estimates only and speculative in nature, offering no guarantee of specific results or levels of success. Our assertions strictly concern the technical capabilities of our platform and AI technologies, without implying potential revenue, implementation outcomes, or distribution success.

The effectiveness and success you realize with our technology are significantly influenced by many factors including but not limited to, your business model, execution strategies, lead sources, and other individual factors outside of our scope.

Individual outcomes can vary widely, influenced by personal dedication, business acumen, expertise, and notably, the quality and effectiveness of your lead sources. We offer no assurances that examples of past earnings will be repeatable in your specific situation. Testimonials and instances of exceptional results are not indicative of average experiences and should not be interpreted as guarantees of comparable success.

Undertaking any business venture, particularly online, involves inherent risks, with outcomes that may not align with expectations. We disclaim responsibility for your decisions and the consequences of those decisions, including those related to the use of our technology. By engaging with our products and services, you recognize that achieving success is reliant upon your own efforts, decision-making, and the quality of your lead sources. You agree that our company bears no liability for any successes or failures encountered as a result of utilizing our conversational AI technology.

32. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: 10785 W Twain Ave. Suite 229, Las Vegas, NV 89135 USA.

UPDATED May 1st 2024.