Terms of Service
Effective Date: October 27, 2025
These Terms of Service (this “Agreement”) govern access to and use of the services offered by [Chatref Entity Name] ("Chatref," "we," "us," or "our"). By (a) completing an online order that references this Agreement, (b) signing up for a free or paid plan that references this Agreement, or (c) clicking a box indicating acceptance, you agree to be bound by this Agreement. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity and its affiliates to this Agreement. If you do not have such authority, or if you do not agree to these terms, do not accept and do not use the Services.
Key Definitions: Capitalized terms have the meanings set out below or where first used.
1. The Service
1.1 Description
Chatref provides cloud‑based AI software and related services for building, deploying, and managing conversational agents for customer support, sales, and user engagement (the “Service”). Any content, data, prompts, configurations, files, or other materials you or your users load into or generate through the Service are “User Submissions.” Chatref may also make available templates, scripts, sample data, SDKs, documentation, and other materials to assist with use of the Service (“Chatref Content”). You do not receive any source code of the Service or any copy of the underlying software (collectively, the “Software”).
1.2 Subscriptions
Subject to this Agreement, you may purchase a subscription that entitles you to access and use the Service as described in one or more ordering screens or order forms that reference this Agreement (“Order(s)”). Each subscription runs for the period stated in the applicable Order (“Subscription Period”). Access is permitted only for your authorized personnel (each, a “User”) for your internal business purposes.
1.3 Ownership
As between the parties, Chatref owns the Service, Software, Chatref Content, documentation, all related technology, and all updates, enhancements, and derivatives (collectively, the “Chatref Materials”). Except for the rights expressly granted in this Agreement, Chatref reserves all rights. No implied licenses are granted.
1.4 Permissions & Affiliates
The Service may allow you to assign roles or permissions to Users (“Permissions”). You are solely responsible for configuring, granting, and revoking Permissions. You may permit your Affiliates to use the Service; in that event, all rights and obligations in this Agreement apply to such Affiliates, and you remain responsible for their compliance. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of voting interests.
2. Acceptable Use & Restrictions
2.1 Your Responsibilities
You are responsible for activities conducted under your accounts, except to the extent caused by Chatref’s breach of this Agreement. You will ensure your Users understand and comply with this Agreement and applicable laws.
2.2 Restrictions
You will not (and will not permit any third party to): (a) modify, copy, or create derivative works of the Service or Chatref Materials; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Service except to the extent such restriction is prohibited by law; (c) resell, rent, lease, sublicense, or otherwise make the Service available to third parties (other than permitted Affiliates) or operate it for the benefit of a third party; (d) remove proprietary notices; (e) use the Service in violation of law, including to process infringing, defamatory, or unlawful content; (f) attempt to gain unauthorized access to or disrupt the Service or related systems; (g) use the Service to build, train, or improve a competing product or service; (h) perform or disclose security testing (including penetration testing) without Chatref’s prior written consent.
2.3 API Access
If Chatref provides access to APIs, Chatref may set and enforce usage limits and may suspend or revoke API access for misuse, excessive calls, or to protect the Service.
2.4 Suspension
Chatref may suspend access to the Service if your use poses a security risk, causes material harm to the Service or to others, or violates this Agreement. Chatref will use reasonable efforts to notify you and restore access promptly once the issue is resolved.
3. Third‑Party Services
The Service may interoperate with or depend on third‑party products, services, or applications (“Third‑Party Services”). Your use of Third‑Party Services is governed by the terms of those providers. Chatref does not control and is not responsible for Third‑Party Services, and disclaims all liability arising from them. If integration requires you to provide credentials or tokens, you represent you are authorized to provide them for that purpose.
4. Fees & Payment
4.1 Fees
You agree to pay the fees specified in the applicable Order (“Fees”). Unless stated otherwise, Fees are in U.S. dollars, are non‑cancellable, and—except as expressly provided in this Agreement—non‑refundable. Chatref may change pricing prospectively; you may choose not to renew.
4.2 Payment
Chatref (or its designated payment processor) is authorized to charge the payment method you provide for Fees when due, including recurring charges. You are responsible for keeping payment details current. If a charge is declined, Chatref may retry and may suspend access until payment is made. If you believe you were billed in error, notify Chatref within sixty (60) days of the first statement containing the error; Chatref will investigate and respond in writing. If amounts are determined due, you will pay them within ten (10) days after Chatref’s decision.
4.3 Taxes
Fees are exclusive of taxes, levies, and duties (collectively, “Taxes”). You are responsible for Taxes associated with your purchases, other than taxes based on Chatref’s net income. If Chatref is required to collect Taxes, Chatref will invoice you unless you provide a valid exemption certificate.
5. Term; Termination
5.1 Term; Renewals
This Agreement begins on the date you first accept it and continues for the Term of your subscription(s), including renewals (“Term”). Each Subscription Period starts on the start date specified in the Order and continues for the stated duration. You may opt not to renew via your account or by notice to Chatref as described in Section 10.6.
5.2 Termination for Cause; Free Plan
Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice. Chatref may discontinue any free or trial access at any time. If you cancel a paid plan (or it lapses), your workspace may be downgraded to a free tier with reduced functionality, if offered.
5.3 Effect of Termination
Upon termination: (a) your rights to access the Service cease; and (b) you will pay all undisputed amounts due up to the effective date. If you terminate due to Chatref’s uncured material breach, Chatref will refund any prepaid, unused Fees for the remainder of the then‑current Subscription Period. Within thirty (30) days after termination or upon your deletion request, Chatref will delete your User Information and User Submissions from active systems, subject to legal retention requirements and routine backup overwrites.
5.4 Survival
The following survive termination: ownership; fees and taxes (to the extent owed); warranty disclaimer; limitation of liability; confidentiality; data; and general terms.
6. Warranties; Disclaimers
6.1 Your Warranties
You represent and warrant that you and your Users will comply with applicable laws and that you have all necessary rights in User Submissions and User Information to grant the rights contemplated by this Agreement.
6.2 Disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE, SOFTWARE, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CHATREF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. CHATREF DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; AND (B) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO CHATREF FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
8. Confidentiality; Feedback
8.1 Confidential Information
“Confidential Information” means non‑public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. For Chatref, Confidential Information includes non‑public information about the Service. For you, Confidential Information includes User Information and User Submissions. Confidential Information excludes information that: (a) is or becomes public through no breach by the Receiving Party; (b) was known without restriction by the Receiving Party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
8.2 Protection and Use
The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information using at least the degree of care it uses to protect its own information of like importance (but no less than reasonable care); (b) use Confidential Information only to fulfill obligations or exercise rights under this Agreement; and (c) limit access to Representatives with a need to know who are bound by obligations at least as protective as those herein. The Receiving Party may disclose Confidential Information if legally compelled, provided it gives prompt notice (if legally permitted) and reasonable cooperation to seek confidential treatment.
8.3 Feedback
If you provide suggestions, ideas, or other feedback (“Feedback”), you grant Chatref a perpetual, irrevocable, royalty‑free, worldwide license to use and exploit the Feedback without restriction, including to develop and improve products and services, without attribution.
9. Data; Privacy; Security
9.1 User Information
You and your Users must provide certain information (e.g., name, email, login credentials, IP address, device and browser details) to access the Service (“User Information”). You authorize Chatref and its subprocessors to store, process, and use User Information to provide and support the Service. You are responsible for securing your accounts and credentials.
9.2 User Submissions
You grant Chatref a non‑exclusive, worldwide, royalty‑free, transferable license to host, process, transmit, display, and otherwise use User Submissions solely to provide the Service and related support, and to prevent or address service, security, or technical issues. Except for the rights granted herein, you retain all rights in User Submissions.
9.3 Service Data
Chatref may collect and use aggregated or de‑identified data relating to the use and performance of the Service (“Service Data”), provided it does not identify you or your Users. Chatref owns Service Data and may use it for analytics, improvement, and benchmarking.
9.4 Data Protection; DPA
Chatref will maintain reasonable administrative, technical, and physical safeguards designed to protect User Information and User Submissions (“Customer Data”) against unauthorized access or disclosure. Chatref will process personal data in accordance with its Data Processing Agreement (“DPA”) available at [https://chatref.ai/legal/dpa] (or successor URL), which is incorporated by reference.
9.5 Data Retention & Deletion
During the Term, you may export or delete Customer Data via the Service where available. Following termination, Chatref will delete Customer Data from active systems within the period described in Section 5.3, subject to legal retention requirements and standard backups.
10. General Terms
10.1 Publicity
With your prior written consent, Chatref may identify you as a customer and display your name and logo on Chatref’s website and in marketing materials.
10.2 Force Majeure
Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including denial‑of‑service attacks, internet or cloud provider failures, power outages, labor disputes not involving the affected party’s employees, acts of God, war, terrorism, riots, or government actions.
10.3 Changes to the Service; Terms
The Service evolves over time. Chatref may make updates or modifications that do not materially reduce core functionality. Chatref may revise this Agreement prospectively by providing at least thirty (30) days’ notice (e.g., via the Service or by email). Your continued use after the effective date constitutes acceptance. If you do not agree to the changes, you may choose not to renew.
10.4 Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.
10.5 No Third‑Party Beneficiaries
There are no third‑party beneficiaries to this Agreement.
10.6 Notices
Notices to Chatref must be sent to [[email protected]] (or another address designated by Chatref). Notices to you may be provided via the Service or to the email associated with your account. Notices are deemed given when sent (if via the Service) or on the next business day after emailing.
10.7 Assignment
Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign without consent in connection with a merger, reorganization, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor of the non‑assigning party and assumes this Agreement. Any non‑permitted assignment is void. This Agreement is binding on permitted successors and assigns.
10.8 Governing Law; Venue
This Agreement is governed by the laws of [Governing Law: e.g., State of Delaware, USA / Republic of India], excluding its conflict‑of‑laws rules. The parties consent to exclusive jurisdiction and venue in the courts located in [Venue: e.g., New Castle County, Delaware / Bengaluru, Karnataka] for any dispute arising out of this Agreement. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.
10.9 Export; Anti‑Corruption
You will comply with applicable export control, sanctions, and anti‑corruption laws. You will not export or permit access to the Service in violation of such laws.
10.10 Entire Agreement; Order of Precedence
This Agreement, together with the DPA and all Orders that reference it, constitutes the entire agreement between the parties regarding the subject matter and supersedes prior and contemporaneous agreements. If there is a conflict, the following order of precedence applies: (1) the Order (for the conflicting subject), (2) this Agreement, and (3) documentation referenced herein.
10.11 Waiver; Severability
A failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect.
11. Contact
[Chatref Entity Name] [Registered Address] Attn: Legal Email: [email protected]
Optional Attachments (Incorporated by Reference)
- Service Level Agreement (SLA): [https://chatref.ai/legal/sla]
- Data Processing Agreement (DPA): [https://chatref.ai/legal/dpa]
- Acceptable Use Policy (AUP): [https://chatref.ai/legal/aup]
Non‑Legal Notice: This template is provided for general informational purposes and does not constitute legal advice. You should seek independent legal counsel to tailor these terms to your business, product features, and jurisdiction(s).