Terms of Service for Chatster

Effective Date: 6 June 2024

About Chatster

The services provided by Eudoxus LLP and/or its subsidiaries and affiliates ("Chatster" or "our") consist of innovative AI automation solutions designed to transform customer interactions and streamline business processes. Our offerings include the development of custom chatbots, integration of advanced AI technologies, and solutions to enhance customer support, sales, marketing, and internal operations. Additionally, we provide tailored technological solutions for businesses across various sectors (collectively referred to as the "Services"). A "Customer" is defined as an entity or individual with whom Chatster has a formal agreement to provide the Services.

Eudoxus LLP is the contracting entity responsible for delivering the Services, unless otherwise specified in a separate service agreement.

1. “Chat Participant” means an individual who communicates with a Business (a “User”) or on behalf of a Business (an “Agent”) through the Chatster Platform.
2. “Confidential Information” refers to all information, documents, or materials, whether oral or written, disclosed by one Party to the other Party in the course of their business relationship, which are not publicly available. Confidential Information includes, but is not limited to:
   1. Marketing and Development Information – Strategic plans, marketing agendas, business development information, including costs, policies, quotes, forecasts, and strategies.
   2. Business Operations Information – Details regarding business operations, including personnel counts, financial activities, vendor relationships, and undisclosed information about clients and partners.
   3. Product Information – Specifications and details regarding products, including ongoing or future projects related to or resulting from work performed by or for a Party.
   4. Service Information – Information concerning the services provided by a Party, including but not limited to manpower scheduling, training, and maintenance.
   5. Intellectual Property – Information related to the Intellectual Property Rights of a Party.
   6. Technology – Technical or scientific information and materials produced by a Party that has not been publicly disclosed.
   7. Accounting Information – Financial data, reports, and any information associated with a Party's financial activities.
   8. Any other disclosed information that is marked as “confidential” or should be understood as confidential based on the context.
3. “Customer Application” means any software application or website developed by the Customer utilizing or integrating with the Chatster APIs under the license terms of this Agreement.
4. “Customer’s Client” refers to any clients of the Customer.
5. “Customer Data” encompasses all data, information, content, records, and files that the Customer (or any of its Users, Customers' Clients, or Chat Participants) uploads, receives, transmits, or enters into the Chatster Platform, as well as any data obtained from the Customer’s servers or third parties on behalf of the Customer.
6. “Custom-Integrated Business Applications” refers to any business applications used by the Customer to operate in conjunction with the Chatster Platform through the Chatster API, excluding Pre-Integrated Third-Party Business Applications and Customer Applications.
7. “Discloser” means the Party sharing Confidential Information.
8. “Effective Date” means the date that the Customer registers for a Chatster Account or enters into a service agreement with Chatster.
9. “Integrated Product” includes any of the following: (i) Customer Application, (ii) Custom-Integrated Business Applications, and (iii) Pre-Integrated Third-Party Business Applications.
10. “Messaging Channels” refers to communication methods that can be integrated with the Chatster Solution, including SMS and other Third Party Messaging Platforms.
11. “Modifications” refers to any updates, enhancements, customizations, improvements, or derivative works made to the Services, and "Modify" has a related meaning.
12. “Personal Data” means any information relating to an identified or identifiable natural person.
13. “Pre-Integrated Third-Party Business Applications” are third-party business software applications that work with the Chatster Platform, having been pre-integrated by the provider and made available to the Customer.
14. “Recipient” means a Party receiving Confidential Information.
15. “Reseller” refers to any individual or entity authorized by Chatster to resell its Services.
16. “Chatster API” means the application programming interface, sample source code, tools, webhooks, documentation, other materials, and any Modifications available to the Customer for developing its Customer Application that interoperates with the Chatster Platform.
17. “Chatster Platform” refers to the software, hardware, and systems that Chatster utilizes to host and make the Services available, including any webpages associated with it.
18. “Chatster Property” is as defined in Section 5.
19. “Chatster Solution” includes: (i) the Chatster Platform; (ii) the Chatster API; and (iii) any Modifications to the preceding.
20. “Chatster Website” means any website operated by Chatster to provide the Services, including the website located at https://chatster.io.
21. “Term” is as defined in Section 15.
22. “Third Party Messaging Platforms” refers to external platforms that Chat Participants may utilize for messaging with a Business, e.g., WhatsApp, Facebook Messenger, WeChat, LINE, and other supported platforms.
23. “User” is an individual employee or contractor of the Customer who has been authorized by the Customer to access and use the Chatster Platform.

2. Chatster Platform

Provision of the Chatster Platform.

Subject to the Customer’s compliance with the terms and conditions of this Agreement, Chatster will make the Chatster Platform available to the Customer as outlined in this Agreement. The provision of the Chatster Platform is conditional upon the Customer: (i) having read, accepted, and complied with all obligations under the applicable terms of use related to any third-party messaging platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications; and (ii) taking all necessary steps to ensure interoperability between the Chatster Platform and all relevant third-party messaging platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications. This includes, but is not limited to, acquiring necessary approvals, licenses, and API keys (either directly or through the Customer’s Clients) to access these messaging channels for business purposes.

9. Account and Use Restrictions

Accounts. The Customer will ensure that its Users only use the Chatster Platform through the Customer's Chatster Account and the User Accounts created under the Customer's Chatster Account (hereinafter referred to as "User Accounts"). The Customer shall not share the Chatster Account with any unauthorized person and will not permit Users to share the Chatster Account or User Accounts with any unauthorized individuals. The Customer agrees to promptly notify Chatster of any actual or suspected unauthorized use of the Chatster Platform. Chatster reserves the right to suspend, deactivate, or replace any Customer's Chatster Account or User Accounts if it determines that the Account may have been used for unauthorized purposes.

Acceptable Use. The Chatster Platform and the Services may only be used within the scope of their intended purposes, under the terms of this Agreement and in accordance with applicable laws. The Customer is solely responsible for ensuring that its use of the Chatster Platform and/or the Services does not violate any applicable laws, regulations, or third-party rights. Consequently, Chatster reserves the right to take any appropriate measures to protect its legitimate interests, including but not limited to denying the Customer’s access to the Chatster Platform or the Services, terminating contracts, or reporting misconduct performed through the Chatster Platform or the Services to appropriate authorities whenever the Customer engages or is suspected of engaging in any of the following activities:

• Violating laws, regulations, and/or the terms of this Agreement;

• Infringing upon any third-party rights;

• Significantly impairing Chatster’s legitimate interests; and/or

• Offending Chatster or any third party.

Use Restrictions. The Customer acknowledges and agrees that it is responsible for (i) the activities and communications of all Users and Chat Participants on the Chatster Platform; and (ii) the compliance of all Users, the Customer's Clients, and Chat Participants with this Agreement, as well as any guidelines and policies published by Chatster from time to time. Without limitation, the Customer will not and will not permit any person (including Users, the Customer’s Clients, or Chat Participants) to:

• Use the Chatster Platform to send, upload, collect, transmit, store, use, disclose, or process, or request Chatster to obtain from third parties or perform any of the above with respect to, any Customer Data that:

  • Contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

  • The Customer or applicable User, Client, or Chat Participant does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute, and display;

  • Is false, intentionally misleading, or impersonates any other person;

  • Is abusive, harassing, threatening, vulgar, obscene, or offensive, or contains pornography, nudity, or graphic violence, or promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;

  • Is harmful to minors or directed at individuals under the age of 16;

  • Violates any applicable laws or infringes, violates, or misappropriates the intellectual property or other rights of any third party (including moral rights, privacy rights, or rights of publicity); or

  • Encourages conduct that may violate applicable laws or give rise to civil or criminal liability.

• Disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Chatster Platform (e.g., a denial of service attack);

• Attempt to gain unauthorized access to the Chatster Platform;

• Use any data mining, robots, or similar data gathering or extraction methods;

• Copy, modify, reverse engineer, disassemble, or decompile the Chatster Platform or any part thereof or otherwise attempt to discover any source code, except as expressly permitted under this Agreement;

• Use the Chatster Platform to conduct fraudulent activities or transactions;

• Use the Chatster Platform for the purpose of building a similar or competitive product or service; or

• Use the Chatster Platform other than as permitted by this Agreement.

Geographical Restrictions. The Customer consents and agrees to Chatster’s collection, processing, and analysis of (i) the Customer’s location; (ii) communication patterns; (iii) the locations of the Customer’s Clients; and (iv) all other geographical-related information deemed relevant in Chatster’s sole discretion (collectively referred to as "Geographical-related Factors"). Chatster reserves the right to determine and promptly change the pricing applicable to the Customer based on Chatster’s assessment of the Geographical-related Factors.

The Services and certain contents thereof may only be available in specific countries or regions. The Customer agrees not to misrepresent itself as a resident or entity of a particular country or region or submit any false, inaccurate, or misleading information to Chatster. The Customer also agrees not to attempt to circumvent any restrictions on accessing or using the Services or their content.

Suspension and Deletion of Chatster Account. Chatster reserves the right, at its sole discretion, to suspend or delete the Customer’s Chatster Account and/or limit the Customer’s access to certain features of the Chatster Platform at any time and without notice if Chatster deems that the Customer’s use of the Services is inappropriate, offensive, or in violation of the terms of this Agreement (including but not limited to suspected or actual unauthorized use of the Services and/or fraudulent activities on the Chatster Platform). The suspension or deletion of the Customer’s Chatster Account and/or limitation on the Customer’s access to certain features shall not entitle the Customer to any claims for compensation, damages, or reimbursement. The suspension or deletion of the Chatster Account and/or limitation on access to certain features due to causes attributable to the Customer does not relieve the Customer from its obligation to pay any applicable fees to Chatster.

10. The Customer’s Use of AI Services and Features on Chatster Platform

This section 10 applies when the Customer uses Chatster’s AI services and features (the “AI Features”).

Generated Content. The Customer may utilize the AI Features to submit inputs and receive generated outputs. When the Customer uses the AI Features, the inputs and outputs are deemed to be the Customer’s Data. The Customer assumes sole responsibility for their Data and agrees not to use the AI Features in any manner that infringes upon, violates, or misappropriates any rights held by Chatster or any third party. The Customer acknowledges that due to the underlying machine learning and AI technologies, outputs generated may not be unique, and Chatster may produce the same or similar output for multiple users.

Usage Limits. Access to the AI Features will vary depending on the Customer's subscription plan. The Customer recognizes and agrees that if they exceed the allotted usage limit for their subscription plan: (i) additional charges may be incurred to access continued use of the AI Features; and (ii) Chatster reserves the right to suspend or degrade the performance of the AI Features.

Usage Restrictions. The Customer is prohibited from using the AI Features:

• to develop, create, or support any competing software as a service product;

• to mislead any third party into believing any output from the AI Features was fully human-generated; and

• in any manner that contravenes these terms, Chatster’s documentation, usage guidelines, or Chatster’s Acceptable Use Policy.

Consent to Data Sharing. The Customer acknowledges that to facilitate the use of the AI Features, Chatster may need to share specific data, including the Customer’s Data and usage data, with third-party AI service providers that are integrated with the Chatster Platform.

The Customer’s Acknowledgment. By using the AI Features, the Customer agrees to the following:

• the results from the AI Features may not always be accurate, and Chatster shall not be held liable for any inaccuracies in the outputs. The Customer should not rely solely on the AI outputs as definitive truth or factual information, nor should they be considered a substitute for professional advice;

• the Customer must evaluate the outputs from the AI Features for their accuracy and suitability for their intended use, which may include human review prior to utilization or dissemination;

• outputs from the AI Features that reference individuals must not be used for any decisions with legal or material impacts, such as credit, employment, housing, medical, or other significant decisions;

• the AI Features may yield incomplete, incorrect, or potentially offensive outputs that do not reflect Chatster’s views or positions. Reference to third-party products or services in the outputs does not imply endorsement or affiliation with Chatster.

11. Fees and Payment

Fees. The Customer agrees to pay Chatster the applicable fees as outlined on the Chatster website or in the relevant service agreement (the “Fees”) throughout the Term according to the payment terms defined herein.

Third-Party Fees. For clarity, Chatster’s Fees do not encompass any charges assessed by third-party platforms or services used in conjunction with the Chatster services. Such charges are the Customer’s responsibility, whether paid directly to third-party providers or indirectly through Chatster. The fees established by such third-party platforms may change at their discretion, and Chatster has no authority over these adjustments.

Payment Terms. The Customer shall remit the applicable Fees in advance by credit card or bank transfer on the Effective Date and at every monthly or annual anniversary thereafter, unless specified otherwise in the service agreement. Access to services will only be granted post receipt of full payment. Delayed payments may lead to suspension or termination of access to services.

The Customer assumes sole responsibility for any currency exchange fees and payment processing charges related to payments and other transactions. Should the fee under an invoice total less than US$5,000, and the Customer opts to settle by bank transfer, Chatster may impose an additional fee of 3% of the invoiced amount.

By making any payment, the Customer attests that (1) all provided details are accurate; (2) they are the legal owner of the payment method utilized.

Payment responsibilities are not subject to set-off or withholding rights of any kind, which the Customer expressly waives.

Disputed Invoices or Charges. If the Customer disputes a portion of an invoice or charge, they should inform Chatster in writing, with appropriate documentation, within fifteen (15) days of receiving the invoice. Should the Customer fail to dispute the billed amount within this timeframe, they will forfeit any right to contest the invoice. The Customer agrees to pay all undisputed amounts promptly.

Late Payment. Apart from bona fide disputed amounts, failure to adhere to billing requirements allows Chatster to suspend access to services until payment is fully settled. An accrued late payment interest, compounded monthly, may be applied until the outstanding fee is settled.

Certain Taxes. Fees outlined in this Agreement exclude applicable taxes, duties, tariffs, and other governmental charges which the Customer will be responsible for, indemnifying and holding Chatster harmless from these liabilities.

12. Confidential Information

Exceptions to Confidentiality Obligations. Confidential Information excludes (i) information known prior to receiving it or independently developed by the Recipient; (ii) information publicly available by lawful means; (iii) information disclosed by a third party without confidentiality constraints; or (iv) information expressly marked as non-confidential by the Discloser. The terms of this Agreement and any proprietary Chatster assets, regardless of marking, will be treated as Chatster’s Confidential Information.

The Recipient may disclose Confidential Information only when required by law or regulatory bodies, with a notification to the Discloser. Disclosure may also be made to employees and professional advisors as necessary for providing services.

Confidentiality Commitment. The Recipient agrees, during and post-Term, not to disclose or use the Confidential Information of the Discloser other than as stipulated in this Agreement. The Recipient's safeguarding responsibilities extend to ensuring all personnel handling Confidential Information are bound by similar agreements. A comparable degree of care in guarding confidentiality shall apply as the Recipient utilizes for its own sensitive information.

• For monthly subscriptions, a minimum of seven (7) days before the end of the term.
• For yearly subscriptions, a minimum of thirty (30) days for pro or premium plans, or sixty (60) days for enterprise plans.

16. Survival

The following Sections, along with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance after the termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 13 (Warranty; Disclaimer; Indemnity), Section 14 (Limitation of Liabilities), Section 16 (Survival), Section 17 (General Provisions), and any provisions relating to fees, payment obligations, and confidentiality.

17. General Provisions

Notices. Any notice required or permitted under this Agreement must be in writing and will be deemed effective: (1) one day after being sent by a reputable courier; (2) two days after being sent by prepaid mail; or (3) immediately upon delivery when sent via email. Notices should be sent to the following addresses: (i) if to Chatster (Eudoxus LLP), to the address provided in the service agreement or the corresponding address listed on the Chatster website; and (ii) if to the Customer, to the current email or postal address on file with Chatster. Chatster may change its contact information by posting the new contact details on its website or notifying the Customer accordingly. It is the Customer’s responsibility to ensure that their contact information is accurate and current throughout the term of this Agreement.

Assignment. The Customer may not assign its rights or obligations under this Agreement or its subscription to the Services to any third party without the prior written consent of Chatster, which shall not be unreasonably withheld. Chatster may assign this Agreement or any rights under this Agreement without the Customer’s consent in connection with a merger, acquisition, or sale of all or a substantial portion of its assets, provided that the successor agrees to assume and abide by these terms. Any assignment in violation of this Section shall be deemed void. This Agreement shall bind and inure to the benefit of the Parties, their permitted successors, and permitted assignees.

Governing Law and Jurisdiction. This Agreement, and all matters arising from or relating to it, will be governed by and construed in accordance with the laws of [jurisdiction], without regard to its conflict of law principles. The Parties expressly submit to the non-exclusive jurisdiction of the courts located in [jurisdiction] and waive any objections to the venue or the convenience of such forum.

Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative. Terms such as "include" or "including" shall be interpreted to mean "include without limitation." Section headings are for convenience only and do not affect the interpretation of this Agreement.

Force Majeure. Neither Party shall be liable for delays or failures to perform its obligations under this Agreement if such delays or failures arise from events or circumstances beyond their reasonable control, including acts of God, government actions, wars, fires, floods, riots, labor strikes (not involving the employees of the affected Party), internet service disruptions, or significant third-party service failures.

Severability. If any provision of this Agreement is found to be illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement and the remaining provisions will continue in full force and effect.

Waiver. Waivers of any terms or conditions of this Agreement must be made in writing and signed by the Party waiving its rights. The failure of either Party to exercise any right granted herein shall not be construed as a waiver of any other rights or any future rights. A waiver of one provision does not preclude enforcement of that provision on other occasions.

Independent Contractors. The relationship between the Customer and Chatster is that of independent contractors. Neither Party acts as an agent or partner of the other. The Customer shall not have, nor represent to any third-party that it has, any authority to act on behalf of Chatster.

Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes any previous communications, agreements, or understandings, whether written or oral.

Amendments. Chatster reserves the right to unilaterally amend or modify this Agreement at any time. Continued use of the Services after such amendments shall be deemed acceptance of the changes. If the Customer does not agree to the amended terms, they must cease all use of the Services immediately.

English Language. The Parties expressly agree that this Agreement and all related documents shall be drafted in English.