Terms of Use
These Terms of Use apply when You (“You”) access, use and receive the services Chat Right (“We”, “Us”, “Our”) provided through chatright.app and its accompanying apps (“The Platform”) including our productivity tools and software (“Services”). The Terms include other terms, documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.
1. Account creation and Access to the Services
You must be at least 18 years old to create an account and use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you create an account and use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to create an account. You shall not make your access credentials or account available to others outside your organization, and you are fully responsible for all activities that occur using your credentials.
2. Conditions of Use
2.1 Use of Services
You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.
2.2 Suggestions
We appreciate comments, ideas, proposals, feedback and suggestions for improvements. If you provide any of these things, you acknowledge and consent that we may use it without restriction or compensation to you.
2.3 Restrictions
You may not
a) Use the Services in a way that infringes, misappropriates or violates any person’s rights.
b) Reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law).
c) Use output from the Services to develop models that compete with Us.
d) Except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction.
e) Violate our Usage Policies or Code of Conduct.
f) Buy, sell, or transfer API keys without our prior consent.
g) Use our Services only in geographies currently supported by Us.
2.4 Third Party Services
Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
3. Content
3.1 Your Content
You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, We hereby assign to you all our right, title and interest to and in Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. We may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are fully responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.
You shall not use The Platform or any of its associated services to generate hate speech, spam, phishing emails, conspiracy theories, content that calls for or incites to violence, or any other content that violates laws or is deemed unethical.
3.2 Similarity of Content
Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar Output for You, Us or a third party. Responses that are requested by and generated for other users are not considered your Content.
3.3 Use of Content to Improve Services
We do not use Content that you provide to develop or improve our Services, unless you flag it or report it.
3.4 Accuracy
Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
4. Fees and Payments
4.1 Fees and Billing
You will pay all fees charged to your account (“Fees”) from your Virtual Currency balance, according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method when purchasing Virtual Currency. You authorize Us and Our affiliates, and our third-party payment processor(s), to charge your payment method for the amount corresponding to your Virtual Currency purchase. If your Virtual Currency balance runs out, we will provide you written notice and will immediately suspend access to the Services until you have a positive Virtual Currency balance. Fees are payable in Virtual Currency and are deducted from your balance as You use the services. Payments are nonrefundable except as provided in this Agreement.
4.2 Virtual Currency
The Services make use of virtual currency ("Virtual Currency"). The following terms govern the use of Virtual Currency in connection with the Services.
a) Virtual Currency may be obtained in one or more ways including without limitation Virtual Currency obtained through purchase with real currency, as a part of Membership benefits, or otherwise. We may, from time to time and at Our sole discretion, grant Virtual Currency to Users of one or more Services as a gesture of goodwill or in connection with promotions, Memberships or competitions. All Virtual Currency that is purchased with real currency, either alone or together with other Services or access to or use of Services (including without limitation payment for Memberships), shall be referred to as "Purchased Virtual Currency." All Virtual Currency that is not Purchased Virtual Currency shall be referred to as "Complimentary Virtual Currency."
b) Regardless of the method by which You obtain a Virtual Currency, it has no value in real currency, and is not transferable to any other person, or returnable, exchangeable, or refundable for real currency, goods, or services other than Services provided by Us through The Platform. By purchasing or otherwise obtaining Virtual Currency, You acknowledge and agree that all Virtual Currency represents a limited, non-exclusive, non-transferable license for Your personal or organizational use of Services governed by these Terms of Service. Because it is a license, Virtual Currency is not property in which You have any ownership right, title, or other interest. Any Virtual Currency balance shown in Your Account or Membership does not constitute a real currency balance or reflect any monetary value.
c) We reserve the right to change the price for any Purchased Virtual Currency or to bundle Purchased Virtual Currency in any amount with other Services or access to other Services at any time and without providing notice to You. You will have no right to a price adjustment or other refund as a result of any change in the price or bundling at which Purchase Virtual Currency can be obtained. In the case of Complimentary Virtual Currency, We reserve the right to change or limit the amount of Complimentary Virtual Currency granted as part of any ongoing or continuous promotion, to discontinue any promotion, or to bundle Complimentary Virtual Currency in any amount with other Services or access to other Services at any time and without providing notice to You.
d) Virtual Currency is not transferable to, or redeemable for, any sum of real currency or monetary value from Us or any other person at any time. We prohibit, and do not recognize any purported, transfers, sales, gifts, or trades of Virtual Currency. Virtual Currency will only be used by You to access and received Services within The Platform (e.g., Output).
e) You agree not to sell or transfer, or assist others in selling or transferring Virtual Currency or any amounts thereof. Evidence of any attempt to use, sell or transfer Virtual Currency in any manner that violates these Terms of Service may result in permanent or multiyear ban from the platform, the revocation, termination, or cancellation of the Virtual Currency and/or Your access to and use of the Services without refund and/or immediate suspension or termination of Your Account.
f) You acknowledge and agree that We will have no liability for the use or loss of Virtual Currency, Output or Content for any reason, including without limitation due to any activity of a third-party, such as hacking, phishing, or any other unauthorized activity. We may replace only lost Virtual Currency under certain circumstances, at Our sole discretion and on a case-by-case basis, without incurring any obligation or liability.
4.3 Taxes
Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. We use the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.
4.4 Prices and Price Changes.
a) Prices for Services will be displayed in Virtual Currency.
b) Prices for Virtual Currency will be displayed in USD, CHF, EUR or GBP, depending on your location, place of residence or billing address.
c) We may change our Services and Virtual Currency prices by posting notice to your account and/or to our website.
d) Price increases will be effective immediately, except when otherwise stated on your account or our website. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes and to purchases of Virtual Currency made immediately after the effective date of the changes.
4.5 Disputes and Late Payments
If you want to dispute any Fees or Taxes, please contact us through your account within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we will suspend your access to the Services and provide you written notice of lack of funds or negative balance in your Virtual Currency balance.
4.6 Free Trial
You may not create more than one account to benefit from Complimentary Virtual Currency provided for the free trial of the Services. If we believe you are not using the free trial in good faith, we will stop providing You access to the Services.
5. Confidentiality, Security and Data Protection
(a) Confidentiality. You may be given access to Confidential Information about Us, The Platform, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information using appropriate security measures and reasonable care in line with the nature of the Confidential information.
Confidential Information means nonpublic information that We or our affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that:
I. Is or becomes generally available to the public through no fault of yours.
II. You already possess without any confidentiality obligations when you received it under these Terms.
III. Is rightfully disclosed to you by a third party without any confidentiality obligations.
IV. You independently developed without using Confidential Information.
You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Us and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Us through your account and provide details of the vulnerability or breach.
(c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with all applicable laws such as but not limited to GDPR or CCPA.
6. Term and Termination
(a) Termination; Suspension. These Terms take effect when you first access the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 15 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 4 (Fees and Payments), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend or terminate your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by Us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration, include but are not limited to Sections 3 to 9.
7. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. You will defend, indemnify, and hold harmless Us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
8.1 MANDATORY ARBITRATION
You and Us agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration.
8.2 Informal Dispute Resolution
We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Us, you agree to try to resolve the dispute informally by sending us notice through your account of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
8.3 Arbitration
Any dispute, controversy or claim arising out of or in connection with this Terms of Use shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its rules.
8.4 Arbitration Procedure
a) The arbitral tribunal shall be composed of a sole arbitrator.
b) The seat of arbitration shall be the city of Tallinn, Estonia.
c) The arbitration will be conducted in person in Tallinn, Estonia.
d) The language of the arbitral proceedings shall be Estonian.
e) This contract shall be governed by the substantive law of Estonia.
f) The arbitration fees and costs shall be paid by You if your claim is not sustained or declared frivolous, Us if it’s sustained and You and Us on equal measure if your claim is only partially sustained.
8.5 Exceptions
This arbitration section does not require arbitration of the following claim: injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
8.6 NO CLASS ACTIONS
Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
8.7 Mass Filings
If, at any time, 30 or more similar demands for arbitration are asserted against Us or related parties by the same or coordinated counsel or entities (“Mass Filing”), the Arbitration Court of the Estonian Chamber of Commerce and Industry will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days, unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.
8.8 Severability
If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
9. General Terms
9.1 Relationship of the Parties
These Terms do not create a partnership, joint venture or agency relationship between you and Us or any of Our affiliates. You and Us are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
9.2 Use of Brands
You may not use Our or any of our affiliates’ names, logos, or trademarks, without our prior written consent.
9.3 Copyright Complaints
If you believe that your intellectual property rights have been infringed, please send notice through your account. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
Written claims concerning copyright infringement must include the following information:
a) A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
b) A description or depiction of the copyrighted work that you claim has been infringed upon, depending of the nature of the copyrighted work;
c) A description or depiction of where the material that you claim is infringing is located on the site;
d) Your address, telephone number, and e-mail address;
e) A statement by you that you know and affirm that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
9.4 Assignment and Delegation
You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
9.5 Modifications
We may amend these Terms from time to time by posting a revised version on the website. If an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 14 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
9.6 Notices
All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Notices will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post.
9.7 Waiver and Severability
If you do not comply with these Terms, and We do not take action right away, this does not mean We are giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
9.8 Export Controls
The Services may not be used in or for the benefit of, exported, or re-exported:
(a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”)
(b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”).
c) into countries or to any companies, entities, persons or individuals sanctioned by the EU or Estonia.
You represent and warrant that you are not located in any Embargoed Countries, Sanctioned Countries, not on any such restricted party lists and are not a subjected to sanctions. You must comply with all applicable laws related to Embargoed Countries, Restricted Party Lists, and Sanctioned countries, companies, entities and individuals, including any requirements or obligations to know your end users directly.
9.9 Equitable Remedies
You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Us and our affiliates, and We shall have the right to seek injunctive relief against you in addition to any other legal remedies.
9.10 Entire Agreement
These Terms and any policies incorporated in these Terms contain the entire agreement between you and Us regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Us on that subject.
9.11 Jurisdiction, Venue and Choice of Law
These Terms will be governed solely by the laws of the Republic of Estonia. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the courts of Tallinn, Estonia.