TERMS OF SERVICE

1. Acceptance of Terms

By creating a Chatlify account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

We may update these Terms from time to time. If we make significant changes, we will notify you through the Services or by other means, such as email. Your continued use of the Services after such notice constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services.

2. Eligibility

To use the Services, you must be at least 13 years old (or the minimum legal age in your country of residence). If you are under 18, you must have parent or legal guardian consent to use the Services, and your parent or guardian must agree to these Terms on your behalf.

By using our Services, you represent and warrant that:

• You have the legal capacity to enter into these Terms;
• You are not prohibited from using the Services under the laws of your jurisdiction;
• You are not using the Services for any illegal or unauthorized purpose; and
• Your use of the Services does not violate any applicable law or regulation.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Account Registration

To access certain features of our Services, you must create a Chatlify account. When registering for an account, you must provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to:

• Immediately notify Chatlify of any unauthorized use of your account or any other breach of security;
• Not share your account or login credentials with any third party;
• Not transfer or sell your account to another person;
• Keep your email address and other contact information up to date.

Chatlify reserves the right to suspend or terminate your account if any information provided during registration or thereafter proves to be inaccurate, not current, or incomplete. You are solely responsible for all activities that occur under your account.

4. User Content

Our Services allow you to create, upload, transmit, and share content, such as messages, texts, images, audio, video, and other materials (collectively, "User Content"). You retain ownership of any intellectual property rights that you hold in your User Content.

By submitting, posting, or displaying User Content on or through the Services, you grant Chatlify a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed, solely for the purpose of providing and improving the Services.

You represent and warrant that:

• You own or have the necessary rights, licenses, consents, and permissions to use and authorize Chatlify to use all intellectual property and other rights in and to any User Content;
• Your User Content, and the use of it by Chatlify as permitted by these Terms, will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, or other intellectual property rights;
• Your User Content does not violate any applicable laws or regulations.

Chatlify reserves the right to remove any User Content that violates these Terms or that we find objectionable, without prior notice.

5. Acceptable Use and Conduct

You agree not to misuse the Services or help anyone else do so. For example, you must not:

• Use the Services for any illegal purpose or in violation of any laws or regulations;
• Violate or infringe other people's intellectual property, privacy, or other rights;
• Send spam or otherwise duplicative or unsolicited messages;
• Send or store viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs;
• Interfere with or compromise the system's integrity or security, or attempt to decipher transmissions to or from the servers running the Services;
• Impersonate another person or misrepresent your affiliation with a person or entity;
• Engage in any conduct that inhibits anyone else's use or enjoyment of the Services, or which we determine may harm Chatlify or our users;
• Collect or harvest any personally identifiable information from the Services, including account names;
• Use the Services for any commercial purposes without our express consent;
• Create multiple accounts for disruptive or abusive purposes;
• Promote or encourage illegal activity; or
• Harass, bully, intimidate, or threaten any of our employees, agents, or other users.

Violation of any of these agreements will result in termination of your account. Chatlify reserves the right to determine what conduct it considers to be in violation of these Terms or otherwise outside the intent or spirit of these Terms or the Services. We have the right to prohibit any use of the Services we deem to be inappropriate and to take appropriate legal action.

6. Service Modifications

Chatlify is constantly evolving and improving its Services. As such, we may add, alter, or remove functionality from the Services at any time without prior notice. We may also suspend or terminate certain Services altogether. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.

We may also modify, suspend, or discontinue the Services, temporarily or permanently, with or without notice. We may, but shall have no obligation to, provide you with advance notice of any service suspension. You agree that Chatlify shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

7. Subscription and Billing

Certain features of the Services may be available only with a paid subscription. By purchasing a subscription, you agree to pay all fees associated with the subscription plan you select.

For subscription plans, unless you cancel your subscription before the end of the current billing period, we will automatically renew your subscription and charge the applicable subscription fee to your payment method. You may cancel your subscription at any time through your account settings or by contacting us directly.

All fees are exclusive of taxes, which may be added to the total amount charged. You are responsible for all applicable taxes, and Chatlify is not responsible for calculating, collecting, reporting, or remitting taxes arising from any transaction.

We may change the fees for our Services at any time. If we increase the fees for your subscription plan, we will provide notice of the change and the opportunity to cancel your subscription before the change takes effect.

No refunds or credits will be provided for partial subscription periods or unused Services, except as expressly provided in these Terms or as required by applicable law.

8. Termination

You may terminate your account at any time by following the instructions in the Services or by contacting us at support@chatlify.com.

Chatlify may terminate or suspend your access to the Services or your account at any time, for any reason, including but not limited to if we reasonably believe:

• You have violated these Terms;
• You create risk or possible legal exposure for Chatlify, our users, or third parties;
• You are inactive for an extended period;
• Our provision of the Services to you is no longer commercially viable; or
• You have not paid fees owed to Chatlify.

Upon termination, your account and right to access and use the Services will be canceled and deactivated immediately. Chatlify is not responsible for maintaining or providing you with a copy of your User Content after termination. All provisions of these Terms that by their nature should survive termination shall survive, including without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. Disclaimers and Warranties

THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CHATLIFY EXPLICITLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Chatlify makes no warranty that:

• The Services will meet your requirements;
• The Services will be uninterrupted, timely, secure, or error-free;
• The quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or
• Any errors in the Services will be corrected.

You understand and agree that you download or otherwise obtain material or data through the use of the Services at your own discretion and risk, and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.

No advice or information, whether oral or written, obtained by you from Chatlify or through the Services shall create any warranty not expressly stated in these Terms.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATLIFY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services;
• Any conduct or content of any third party on the Services;
• Any unauthorized access, use, or alteration of your transmissions or content; or
• Any other matter relating to the Services.

IN NO EVENT SHALL CHATLIFY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE AMOUNT PAID BY YOU TO CHATLIFY, IF ANY, FOR ACCESS TO OR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CHATLIFY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11. Indemnification

You agree to defend, indemnify, and hold harmless Chatlify, its affiliates, officers, directors, employees, consultants, agents, partners, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

• Your User Content;
• Your use of the Services;
• Your violation of these Terms;
• Your violation of any rights of another person or entity, including intellectual property rights or privacy rights; or
• Your violation of any laws, regulations, or third-party rights.

Chatlify reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Chatlify's defense of such claim.

12. Disputes Resolution

These Terms shall be governed by and construed in accordance with the laws of the state of California, without giving effect to any principles of conflicts of law.

For any dispute you have with Chatlify, you agree to first contact us at legal@chatlify.com and attempt to resolve the dispute informally.

If Chatlify has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof, through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and the judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The arbitration will be conducted in San Francisco, California, unless you and Chatlify agree otherwise. Each party will be responsible for paying its own share of any arbitration fees, in accordance with the applicable arbitration rules.

To the fullest extent permitted by applicable law, YOU AND CHATLIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services.

13. General Provisions

Entire Agreement: These Terms constitute the entire agreement between you and Chatlify regarding your use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

Waiver and Severability: The failure of Chatlify to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be limited or eliminated to the minimum extent necessary.

Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Chatlify's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Chatlify may freely assign or transfer these Terms without restriction.

Notices: Any notices or other communications provided by Chatlify under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services or via email. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

14. Contact Information

If you have any questions about these Terms, please contact us at:

Chatlify, Inc.
1 Chatlify Way
San Francisco, CA 94103
United States
legal@chatlify.com