Terms of Service

Effective Date: 11/25/2024

These Terms of Service constitute a legally binding agreement between you and Chatomatic, Inc. ('Chatomatic, 'we,' 'our,' or 'us') governing your use of our products, services, information, content, tools, mobile applications (the 'App'), and website (the 'Site') (collectively, the 'Services').

These Terms of Service apply to all users of the Services, including without limitation browsers, vendors, customers, merchants, consumers, content contributors, Business Owners, and Agencies. These Terms of Service are effective as of the date you first click 'I agree (or similar button or checkbox) or use or access the Services, whichever is earlier.

Any personal data you submit to us or that we collect about you is governed by our Data Protection Addendum ('DPA') and Privacy Policy, available at Privacy Policy. By using the Services, you acknowledge that you have reviewed the Privacy Policy and the DPA. The Privacy Policy and DPA are incorporated by reference into these Terms of Service and together form this 'Agreement.'

Table of Contents

• Our Services
• Account Registration and Security
• Agencies and Business Owners
• User Generated Content
• Communication by Text Message or Email
• Communication with Chatomatic and its Clients
• Prohibited Uses
• Representations and Warranties; Compliance with Laws
• Mobile App Updates and Upgrades
• Billing and Payment
• Termination and Suspension
• Links to Third-Party Websites; Optional Third-Party Tools
• Optional Chatomatic-Provided Tools
• Ownership and Intellectual Property Rights
• Copyright Complaints and Copyright Agent
• Confidential Information
• Disclaimer of Warranties
• Indemnification
• Dispute Resolution – Arbitration & Class Action Waiver
• Governing Law
• No Agency; No Employment
• General Provisions
• Changes to this Agreement and the Services
• No Rights of Third Parties
• Notices and Consent to Receive Notices Electronically
• Contacting Us

Our Services

We provide a platform that enables businesses and individuals to create customized artificial intelligence (AI) assistants for Instagram pages, designed to automate and enhance social media interactions. Users can sign up on our Site, create and train their AI assistants using resources they define, and connect their Instagram pages to the AI assistant. The AI assistant responds to direct messages and comments based on the knowledge it has been trained on.

Our Services include various subscription plans: Free, Economic, Advanced, and Enterprise, each offering different levels of features and capabilities. Users receive comprehensive reports on the AI assistant's performance and their Instagram page's analytics.

If you purchase or use our Services, you are doing so through Chatomatic, and such purchase and use are subject to this Agreement. If you have entered into a separate agreement or order form with us governing the purchase or use of our Services, such separate agreement or order form will govern in the event of a conflict with this Agreement.

Account Registration and Security

You must register with Chatomatic and create an account to use the Services (an 'Account'). During registration, you will be required to provide certain information, including your name, email address, and other details, which may be provided by linking third-party services such as Instagram. By using the Services, you agree to:

• Provide true, accurate, current, and complete information during the registration process.
• Maintain and promptly update your Account information to keep it accurate, current, and complete.
• Maintain the confidentiality of your login credentials and restrict access to your Account.
• Accept responsibility for all activities that occur under your Account.

You are the sole authorized user of your Account. If you suspect any unauthorized use of your Account or any other breach of security, you agree to notify Chatomatic immediately at [email protected].

The person signing up for the Services will be the contracting party ('Account Representative') for the purposes of these Terms of Service. If you are signing up on behalf of your employer or another entity, that entity shall be the Account Representative, and you represent that you have the authority to bind the entity to this Agreement.

Agencies and Business Owners

A 'Business Owner is any individual or entity that uses Chatomatic's Services to enhance their Instagram page or social media presence. An 'Agency is any service provider retained by a Business Owner to create and/or manage a Chatomatic Account and use the Services on the Business Owner's behalf. An Agency is not required for a Business Owner to use the Services.

If you are an Agency using our Services to provide services to a Business Owner, you agree to:

• Correctly identify the Business Owner as an administrator on the Account and on any associated Instagram pages.
• Confirm that you are authorized to use the Services and the Account on behalf of the Business Owner.

The Business Owner is the sole and exclusive account representative of any Account created on its behalf by an Agency. The Agency retains rights and interests in all designs, templates, flows, sequences, or other intellectual property associated with the AI assistant work product created for the Business Owner ('Agency Content').

In the event of termination of the relationship between a Business Owner and its Agency, the Business Owner must promptly notify Chatomatic. Following the transfer of an Account from an Agency to the Business Owner, the Business Owner is solely responsible for payment of any subscription plans and fees due with respect to the Account.

User Generated Content

'User Generated Content refers to any content, information, and materials that may be textual, audio, or visual that you or any Conversation Participant provide, submit, upload, publish, or make available through the Services.

You are solely responsible for your and your Conversation Participants' User Generated Content. Chatomatic acts merely as a passive conduit for your online distribution and publication of User Generated Content. You acknowledge and agree that Chatomatic:

• Is not involved in the creation or development of User Generated Content.
• Disclaims any responsibility for User Generated Content.
• Cannot be liable for claims arising out of or relating to User Generated Content.
• Is not obligated to monitor, review, or remove User Generated Content but reserves the right to do so at its sole discretion.

You represent and warrant that your User Generated Content:

• Will not be false, inaccurate, incomplete, or misleading.
• Will not infringe on any third party's intellectual property rights or rights of publicity, personality, or privacy.
• Will not violate any laws, statutes, ordinances, or regulations.
• Will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing.
• Will not be obscene or contain pornography or be harmful to minors.
• Will not contain viruses or other harmful code.
• Will not misrepresent your affiliation with a person or entity.
• Will not create liability for Chatomatic or cause Chatomatic to lose services of its ISPs or other suppliers.

By making available any User Generated Content through the Services, you grant Chatomatic permission to use, process, or disclose such User Generated Content for the purposes of providing the Services to you, modifying, improving, and operating the Services, or as otherwise permitted by this Agreement. We do not claim ownership rights in your User Generated Content.

Communication by Text Message or Email

If you choose to communicate with your users via text message or email using the Services, you agree to comply with all applicable laws and regulations, including but not limited to:

• The Telephone Consumer Protection Act ('TCPA').
• The CAN-SPAM Act.
• Any other applicable federal, state, or international laws governing electronic communications.

You are solely responsible for obtaining all necessary consents and permissions from your users before sending any communications. You agree to indemnify and hold harmless Chatomatic from any claims arising out of your violation of these laws or regulations.

Communication with Chatomatic and its Clients

By providing your contact information to Chatomatic and its clients, you consent to receive communications from us, including emails, text messages, and calls, related to the Services, your Account, and promotions. Standard message and data rates may apply. You may opt-out of receiving communications by following the unsubscribe instructions provided or by contacting us at [email protected].

Prohibited Uses

You agree not to use the Services:

• For any unlawful purpose or to solicit others to perform unlawful acts.
• To violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances.
• To infringe upon or violate our intellectual property rights or the intellectual property rights of others.
• To harass, abuse, insult, harm, defame, slander, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.
• To submit false or misleading information.
• To upload or transmit viruses or any other malicious code.
• To collect or track the personal information of others without consent.
• To spam, phish, pharm, pretext, spider, crawl, or scrape.
• For any obscene or immoral purpose.
• To interfere with or circumvent the security features of the Services.

We reserve the right to terminate your use of the Services for violating any prohibited uses.

Representations and Warranties; Compliance with Laws

You represent and warrant that:

• You are at least 18 years of age or the legal age of majority in your jurisdiction.
• You have the authority to enter into this Agreement.
• You will comply with all applicable laws and regulations while using the Services.
• You will obtain all necessary consents from your users before sending communications.
• You will not use the Services for any unlawful or prohibited activities.

If you are located in the European Economic Area ('EEA') or serve end-users in the EEA, you represent and warrant that:

• You will obtain consent or use other legal mechanisms to transfer data to Chatomatic.
• You will comply with your posted privacy policy.
• You have collected, stored, used, and transferred all data in compliance with applicable data protection laws.
• You acknowledge that Chatomatic acts as a processor of customer data and you remain the controller.
• You will not use the Services to collect sensitive customer information.
• You have reviewed and accepted the Chatomatic Data Processing Addendum.

You agree to indemnify and hold Chatomatic harmless from any claims arising out of your breach of these representations and warranties.

Mobile App Updates and Upgrades

By installing the App, you consent to the installation of updates or upgrades released through the Services. The App and updates may:

• Communicate with Chatomatic's servers to deliver functionality and record usage metrics.
• Affect App-related preferences or data stored on your device.
• Collect personal information as outlined in our Privacy Policy.

You can uninstall the App at any time.

Billing and Payment

Our charges for subscription plans (Free, Economic, Advanced, Enterprise) and fees for any additional Services are posted on the Site and may change from time to time. Payment must be made through our designated third-party payment processor ('PSP'). By providing payment information, you:

• Authorize us to charge your payment method for the subscription fees and any applicable taxes.
• Agree to keep your payment information accurate and up to date.
• Acknowledge that fees may vary based on your subscription plan and usage.

Subscription fees are billed in advance on a monthly or annual basis, depending on your chosen plan. Unless you cancel your subscription before the end of the current billing period, your subscription will automatically renew, and you authorize us to collect the applicable subscription fees using your payment method.

We may offer trials or promotional offers, which are subject to these Terms of Service. Unless you cancel before the end of the trial period, you will be charged the applicable subscription fees.

Termination and Suspension

Either party may terminate these Terms of Service at any time for any reason. You may cancel your Account by contacting us at [email protected].

Upon termination:

• Your right to access the Services will cease immediately.
• We may delete your User Generated Content and other data associated with your Account.
• Sections of this Agreement that, by their nature, should survive termination will survive.

We reserve the right to suspend or terminate your Account and access to the Services if we believe you have violated these Terms of Service.

Links to Third-Party Websites; Optional Third-Party Tools

The Services may contain links to third-party websites or services that are not owned or controlled by Chatomatic. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

We may provide you with access to third-party tools over which we have no control. You acknowledge and agree that we provide access to such tools 'as is without any warranties or representations. Your use of optional third-party tools is entirely at your own risk and discretion.

Optional Chatomatic-Provided Tools

We may provide access to tools and features to enhance your use of the Services, such as APIs or developer programs ('Chatomatic Dev Program'). Your use of the Chatomatic Dev Program is subject to these Terms of Service and any additional terms we provide.

You agree not to:

• Modify, reverse engineer, or create derivative works from the Chatomatic Dev Program.
• Use the Chatomatic Dev Program for any unlawful or unauthorized purpose.
• Access or collect data from the Services using automated means without our permission.

We reserve the right to modify, suspend, or discontinue the Chatomatic Dev Program at any time without notice.

Ownership and Intellectual Property Rights

All content and materials available on the Services, including but not limited to text, graphics, logos, images, software, and trademarks ('Proprietary Material'), are the property of Chatomatic or its licensors and are protected by intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Services and Proprietary Material for your personal or internal business use. You agree not to:

• Copy, modify, or distribute any Proprietary Material without our prior written consent.
• Use the Proprietary Material for any commercial purpose without authorization.

Any feedback or suggestions you provide regarding the Services may be used by Chatomatic without any obligation to you.

Copyright Complaints and Copyright Agent

If you believe that any content on the Services infringes your copyright, please provide the following information to our designated Copyright Agent at[email protected]:

• A description of the copyrighted work you claim has been infringed.
• A description of where the infringing material is located on the Services.
• Your contact information.
• A statement that you have a good faith belief that the use is not authorized.
• A statement under penalty of perjury that your notice is accurate.
• Your electronic or physical signature.

Confidential Information

'Confidential Information means any non-public information disclosed by Chatomatic to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

You agree to:

• Use Confidential Information only for the purposes of using the Services.
• Protect Confidential Information from unauthorized use or disclosure.
• Not disclose Confidential Information to any third parties without Chatomatic's prior written consent.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN 'AS IS AND 'AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CHATOMATIC DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL MEET YOUR REQUIREMENTS.
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
• ANY RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

Indemnification

You agree to indemnify, defend, and hold harmless Chatomatic and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of the Services.
• Your violation of these Terms of Service.
• Your violation of any laws or regulations.
• Your User Generated Content.

Dispute Resolution – Arbitration & Class Action Waiver

Binding Arbitration: Any dispute arising out of or relating to these Terms of Service or the Services shall be resolved by binding arbitration administered by the American Arbitration Association ('AAA') under its Commercial Arbitration Rules.

Class Action Waiver: You and Chatomatic agree that any arbitration shall be conducted in your individual capacities only and not as a class action or other representative action.

Opt-Out: You may opt-out of this arbitration agreement by notifying us in writing within 30 days of first becoming subject to this arbitration provision.

Governing Law

These Terms of Service and any disputes arising out of or related to them or the Services will be governed by the laws of England and Wales, without regard to its conflict of laws principles.

No Agency; No Employment

No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by these Terms of Service.

General Provisions

• Entire Agreement: These Terms of Service constitute the entire agreement between you and Chatomatic regarding the Services.
• Severability: If any provision of these Terms of Service is held invalid, the remaining provisions will remain in full force and effect.
• Assignment: You may not assign your rights or obligations under these Terms of Service without our prior written consent.

Changes to this Agreement and the Services

We reserve the right to modify or replace these Terms of Service at any time. We will provide notice of any material changes by posting the new Terms of Service on the Site or through other communication. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms of Service.

No Rights of Third Parties

These Terms of Service do not create any third-party beneficiary rights.

Notices and Consent to Receive Notices Electronically

You consent to receive all communications from Chatomatic electronically. We may communicate with you by email or by posting notices on the Site.

Contacting Us

If you have any questions or concerns about this Privacy Policy or our data practices, please contact us at: [email protected]