Terms & Conditions

THESE TERMS OF USE (“TERMS” OR “TERMS OF USE“) ARE BETWEEN YOU, AS THE END USER OF OUR SERVICE  (“CUSTOMER” OR “YOU”) AND DATACHAT, INC., A DELAWARE CORPORATION HAVING AN OFFICE AT 455 SCIENCE DR, MADISON, WI 53711 (“DATACHAT,” “COMPANY,” “WE” OR “US”) AND GOVERN YOUR USE OF DATACHAT’S WEBSITE (DATACHAT.AI), AND ITS ASSOCIATED PLATFORM, APPLICATIONS, SOFTWARE, AND SERVICES (COLLECTIVELY, THE “SERVICE”). THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, ANY SUBSCRIPTION ORDER, PURCHASE ORDER, ORDER FORM, OR OTHER SUBSCRIPTION PURCHASE ENTERED INTO BETWEEN YOU AND DATACHAT, COLLECTIVELY FORM AN AGREEMENT GOVERNING YOUR LICENSE, ACCESS, AND USE OF THE SERVICE (“AGREEMENT”). 

IT IS YOUR RESPONSIBILITY TO READ THESE TERMS, OUR PRIVACY POLICY AND OUR ORDERING DOCUMENTATION CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICE. BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX OR ICON INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDERING DOCUMENT THAT REFERENCES THESE TERMS, YOU AGREE TO ADHERE TO THESE TERMS. THESE TERMS ARE EFFECTIVE BETWEEN YOU AND DATACHAT AS OF THE DATE OF YOU ACCEPTING THESE TERMS. 

We reserve the right to change these Terms, and will make changes on a regular basis to reflect our current offerings and conditions for use of the Service.  If you do not agree to any changes made to these Terms, you may no longer use the Service. 

BY USING AND/OR ACCESSING ANY PART OF THE SERVICE, YOU UNCONDITIONALLY AND EXPRESSLY ACKNOWLEDGE, REPRESENT AND AGREE THAT YOU: (A) ARE OVER 18 YEARS OF AGE; (B) HAVE READ AND UNDERSTAND THESE TERMS AND OUR PRIVACY POLICY; (C) UNDERSTAND THAT YOU ARE BOUND BY THESE TERMS; AND (D) WILL COMPLY WITH THESE TERMS OF USE, THE PRIVACY POLICY, ORDERING DOCUMENTATIONS AND ANY APPLICABLE LAWS AND REGULATIONS.

DataChat owns and operates the website datachat.ai and its accompanying proprietary platform, applications, software and associated software-based tools, all collectively included as part of the Service defined above, that are designed for data analytics and business intelligence purposes. Pursuant to these Terms, DataChat agrees to provide access to the Service to Customer strictly for use in connection with legitimate business purposes, and Customer agrees to use the Service only in accordance with these Terms and the Agreement. In consideration of the mutual covenants and promises set forth herein, the parties hereby agree as follows: 

1. SUBSCRIPTIONS AND PAYMENT 
    
   1. Subscriptions – Access and use of the Service requires a subscription with DataChat, and Customer may obtain one or more subscriptions (“Subscription(s)”) depending on the specific components and features of the Service you select. Your applicable Subscription(s) shall be set forth in the subscription purchase, order form or other ordering document entered into between DataChat and Customer (“Order Document”), which forms part of the Agreement. Certain Subscriptions for the Service require a Subscription Fee (defined below) and are billed on a subscription basis as set forth in the Order Document. In the event a Subscription does not require a Subscription Fee or Customer otherwise receives a “trial version” or “free version” of the Service, Customer may use the Service as set forth in the applicable Order Document (if any) and in accordance with this Agreement. 
   2. Subscription Fees and Billing – Customer agrees to pay DataChat the fees for each Subscription as set forth in the applicable Order Document in the amounts set forth therein (“Subscription Fee”). Customer will be billed in advance on a recurring and periodic basis (“ Billing Cycle”). Billing Cycles are set either on a monthly or annual basis as set forth in the applicable Order Document. Except as otherwise set forth in the applicable Order Document, at the end of each Billing Cycle, Customer’s Subscription will automatically renew under the exact same conditions unless You or DataChat cancels the Subscription prior to the end of the then-current Billing Cycle or as otherwise terminated pursuant to Section 14 of this Agreement. You may cancel your Subscription renewal either through your online account management page or by contacting DataChat’s customer support team. In the event that your Subscription to the Service does not require a Subscription Fee, then your Subscription shall renew on a monthly basis under the same terms herein unless otherwise specified in the Order Document.  In the event your Subscription is for a trial period, your trial Subscription will terminate at the end of the stated trial period.
   3. Fee Changes – DataChat, in its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle. DataChat will provide You with a reasonable prior notice of any change in Subscription Fees to give You an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription Fee change comes into effect during the next Billing Cycle constitutes Your agreement to pay the modified Subscription Fee amount. 
   4. Payment Terms – Unless otherwise specified in the applicable Order Document, the Subscription Fee for all Subscriptions are due in advance. A valid payment method is required to process the payment for your Subscription. You shall provide DataChat with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize DataChat to charge all Subscription Fees incurred through your account to any such payment instrument unless or until you terminate your Subscription or provide an alternate payment method. Should automatic billing fail to occur for any reason at renewal of any Billing Cycle for a Subscription, DataChat will issue an electronic invoice to You indicating that You must provide an alternative payment method within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Customer shall pay all undisputed Subscription Fees within such deadline date any unpaid Subscription Fees shall be subject to an interest fee of one percent (1%) per month or the maximum rate of interest permitted by law. Failure to pay Subscription Fees will result in termination of Your Subscription.
      1. Taxes – The prices and Subscription Fees for any Subscriptions and for use of the Service are provided under this Agreement are quoted exclusive of all state, local, and other sales, use, value-added, withholding, excise, or other taxes or charges. In the event such taxes and/or similar charged become applicable to the Service, Customer shall be responsible for paying all applicable taxes or charges.
      2. Refunds – Except as expressly provided herein or otherwise required by applicable law, all paid Subscription Fees for the Service are non-refundable.
      3. End Users – In the event you are an end user associated with a Customer that has multiple end user accounts, then Customer shall be responsible for all Subscriptions and your continued use of the Service shall be subject to Customer’s timely payment of all applicable Subscription Fees and full compliance with these Terms. 
         
         
2. USER ACCOUNTS
   
   
   1. User Accounts – You must have an account with DataChat in order to use the Service. If You are an end user associated with an existing customer subscribed to the Service pursuant to a Customer Subscription Agreement, You must have an individual account associated with the Customer prior to accessing and using the Service. If you are a Customer with multiple end users, each end user is required to have an individual account to use the Service. Only end users designated as Authorized Users (defined below) are eligible to access and use the Service. 
   2. Account Requirements – To open an account or use the Service, You must be a resident of the United States or one of its territories and must be at least 18 years of age or the age of majority in your state of resident. By creating an account, You guarantee that You are 18 years of age or the age of majority in your state of resident. When opening an account, You will need to provide certain user information, including certain personal information. You will also need to create or provide login credentials in order to access and use the Service, including a username, email and/or password. By opening an account, You represent and warrant that the information you provide is true and accurate to the best of your knowledge. You are responsible for maintaining adequate security and control of any and all login credentials and information provided with your account. You are also responsible for keeping your contact information up to date in your account. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
      
      
3. DATACHAT.AI SERVICE
    
   1. Software as a Service and License – Subject to the terms and conditions of this Agreement, DataChat hereby grants to Customer a non-exclusive, non-transferrable, non-sublicensable, and limited right and license to access and use the Service as set forth in an Order Document or otherwise made available to Customer through DataChat’s website and platform. All access to the Service shall be limited to authorized users approved and authorized by DataChat and designated by Customer, (if applicable) in the case of a Customer with multiple end users (each, an “Authorized User“). Only Authorized Users that have created an account with DataChat and have been approved by DataChat may use the Service on behalf of Customer. In the event Customer has multiple end users designated as Authorized Users, Customer agrees that accounts may not be transferred to different end users without DataChat’s prior written approval. Customer agrees to access and use the Service (i) only as authorized in this Agreement, (ii) only for internal business purposes, and (iii) only in a manner that complies with all applicable laws, rules, and regulations, including without limitation, any laws, rules, and regulations relating to Customer Data or any personally identifiable information contained therein. Customer is solely responsible for determining and verifying that its use of the Service (and any Customer Data) is compliant with applicable laws.
   2. Authorized Users – Each Authorized User must have an account with unique login credentials to access and use the Service. Authorized Users may only use their own unique login credentials to access and use the Service and shall not share login credentials with other end users. If Customer is an entity with multiple end users, Customer shall be responsible for ensuring that its Authorized Users maintain the confidentiality of their unique login credentials and that login credentials are not shared or used by multiple authorized users or other users. If Customer is an individual, You shall be responsible for not sharing your account information with anyone else or allowing anyone else to access the Service through your account. Customer shall be solely responsible for all Authorized Users’ access and use of the Service and for ensuring that all Authorized Users only access and use the Service in accordance with the terms and conditions of this Agreement. 
   3. Hosting of Software – Unless otherwise specified in an Order Document, DataChat will make the Service available to Customer through a secure third-party server accessible via the internet (“Hosted Server”) and Customer agrees to use the Service only through the Hosted Server as permitted by this Agreement. The Service shall not be available in any tangible form of media and shall not be installed on any Customer equipment or otherwise controlled by Customer. Customer shall have no right to modify, alter or otherwise control any component of the Service or any component or software feature thereof, or the Hosted Server. Customer acknowledges and agrees that it is responsible for any system requirements provided by DataChat. 
   4. Service Providers – In addition to our Hosted Server, we utilize third-party service providers to provide our Services.  For example, to provide certain features and functionality for our Service, we may use OpenAI ChatGPT and Microsoft Azure as service providers.  By using our Service, You acknowledge and consent to the collection, processing and transfer of Your data to third-party service providers for permit us to provide You with certain features within our Service.  Data transferred to service providers may include (without limitation) storage of data on servers operated by third-party service providers and processing of data by third-party services.  We will take reasonable measure to ensure that any such third-party service providers handling Your data comply with applicable data protection laws and will maintain industry standard security measures to safeguard Your data.  However, we do not assume liability for the acts or omissions of our third-party service providers and specifically disclaim any liability relating thereto.  Please see our Privacy Policy for more information.
   5. Restrictions on the Use of the Service – Customer agrees to not (i) use the Service for the benefit of any third parties or provide service bureau, managed services, or other access or use of the Service to third parties, (ii) directly or indirectly sublicense, assign, transfer, sell, rent, lend, lease, or otherwise provide the Service or any portion thereof, including without limitation any documentation associated with the Service, to any third party, (iii) translate, modify, reverse engineer, disassemble, decompile, or make any attempt to ascertain, derive, or obtain the source code for the Service or any component thereof, or (iv) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Service. 
   6. Modification of the Service – DataChat reserves the right to make changes to the Service that (i) are necessary or appropriate to the continued orderly function of the Service including, without limitation, implementing bug-fixes, patches, or software updates, (ii) are reasonably required in order to comply with applicable law or regulation, (iii) extend or enhance the functionalities or architecture of the Service, or (iv) are necessary to correct any actual infringement upon a patent or copyright or other intellectual property right. In the event DataChat reasonably believes in its sole discretion that any such modification could adversely affect Customer, DataChat agrees to notify Customer of such planned modification in advance. 
   7. Suspension of Service – DataChat may suspend Customer’s access to the Service at any time, by written notice to Customer, in the event Customer violates any of the provisions of this Agreement, or misuses the Service in any way, or if the security of Customer’s access credentials is compromised, or if other circumstances exist that justify such action in DataChat’s sole discretion. 
   8. Maintenance and Support – DataChat will provide standard maintenance and support services (“Standard Maintenance”) for the Service during the term of this Agreement. The Standard Maintenance shall include using commercially reasonable efforts to (i) correct material defects in the Service that impair Customer’s use of the Service, (ii) provide periodic patches, repairs, and fixes to minor bugs, errors and defects in the Service, (iii) provide basic technical support to Customer during DataChat’s normal business hours to reasonably assist Customer with any issues regarding the operation, functionality or performance of the Service, and (iv) provide any other standard maintenance and support for the Service that DataChat provides standard to other customers. Except as otherwise provided herein, the Standard Maintenance does not include any major upgrades, modifications, improvements or enhancements to the Service. 
   9. Service Availability – DataChat will use commercially reasonable efforts to (i) maintain the availability of the Service, (ii) coordinate scheduled maintenance or upgrades so as to cause minimal disruption to the Service, and (iii) provide reasonable advance notice of any scheduled downtime. DataChat does not warrant that the Service will be available on a continual twenty-four (24) hour basis. DataChat shall not be responsible for any unavailability for the Service attributable to any cause beyond DataChat’s reasonable control, including without limitation, downtime associated with the Hosted Server or any hardware or software not controlled by DataChat. 
   10. Security – DataChat acknowledges that Customer Data (defined below) submitted through the Service may include personally identifiable information of individuals. DataChat will use commercially reasonable security safeguards, procedures, policies, and technologies (such as encryption, password protection and firewall protection) in providing the Service. Such measures are reasonably intended to protect against known or anticipated security threats, maintain the integrity of the Service, and protect against the unauthorized access, disclosure, alteration and use of Customer Data; however, Customer acknowledges that no security safeguards can be 100% effective. Customer shall be required to comply with the applicable security guidelines and procedures made known to Customer through Service or otherwise.
       
       
4. OWNERSHIP AND INTELLECTUAL PROPERTY 
    
   1. DataChat Ownership of Service – Except as expressly provided herein, and excluding any Customer Data (defined below) and Customer Confidential Information (defined below), DataChat shall own all right, title and interest in and to all data and intellectual property relating to the Service, including (without limitation) any patent, copyright, trademark, trade secret and similar rights, including any and all data, software, source code, programs, technologies, methods, content, features, functionality, and materials incorporated therein, any upgrades, modifications and improvements thereof or any other deliverable or work product arising out of or in connection with performance of the Service by DataChat pursuant to this Agreement (collectively, “DataChat IP“). Customer acknowledges that DataChat owns all right, title and interest in and to such DataChat IP, that Customer shall not have any rights in such DataChat IP except as expressly provided in connection with the limited license to the Service granted herein, and that DataChat and its licensors reserve all rights and licenses in and to the Service not expressly granted to Customer under this Agreement.  You expressly agree that you will not – directly or indirectly – take any action adverse to DataChat’s rights in its DataChat IP.
   2. Improvements – You acknowledge that DataChat is continually developing new concepts, software, methods, techniques, processes, adaptations and ideas (“Improvements“) for the Service.   We may make Improvements by using content you add or contribute to in the Service, including (without limitation) our prompts, the questions you ask, our response, your modifications to our response, and related metadata. To the extent any Improvements result from Your contributions, comments, suggestions, adjustments, modifications, or usage of the Service, whether alone or jointly with DataChat, You hereby assign and agree to automatically assign to DataChat upon submission to us, all right, title, and interest You may have in and to such Improvements, including any intellectual property rights therein.  We will not, however, use the submission in a manner that would connect the data to your identity.
      
      
5. CUSTOMER DATA AND GENERATED DATA
   
   
   1. The parties acknowledge that Customer will provide and generate certain data in connection with its use of the Service, including different types of information relating to Customer, Customer’s end users, and other individuals, and Customer’s use of the Service (“Customer Data”). As between the parties, Customer shall retain ownership of all Customer Data. Customer hereby represents and warrants that Customer has all necessary rights, licenses, and consents necessary to provide such Customer Data to DataChat and use such Customer Data in connection with the Service. Customer shall not upload, submit, or use any information or data of for which Customer does not have the appropriate rights, licenses or consents. Customer Data shall not include any DataChat IP or DataChat Confidential Information. 
   2. License of Customer Data – In order to use the Service, Customer hereby grants to DataChat a license to access and use Customer Data to provide the Service to Customer and fulfill its obligations under this Agreement, including without limitation, accessing, storing, recording, transmitting, reproducing, maintaining, displaying and otherwise using, manipulating and/or modifying the Customer Data as necessary to provide the Service.  DataChat shall also have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and DataChat will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Service, and for other development, diagnostic and corrective purposes in connection with the Service and other DataChat offerings, and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business. All such aggregated data collected, used, and disclosed by DataChat shall include only anonymous, non-personally identifiable information.
      
      
6. CONFIDENTIALITY 
   It is expected that pursuant to this Agreement, the parties may provide through the Service or otherwise disclose to the other party certain Confidential Information, which shall be maintained in the strictest of confidence and not otherwise disclosed to any third party, except to the extent required to provide the Service under this Agreement. The parties acknowledge and agree that the other party would be irreparably harmed if any of its Confidential Information were to be disclosed to third parties and further agree that the other party shall have the right to seek and obtain injunctive relief, without the necessity of posting a bond, cash, or otherwise, upon any violation of this Section, in addition to any and all rights or remedies which may be available at law or in equity. As used in this Agreement, “Confidential Information” shall mean (a) the Service, DataChat IP, and any documentation or intellectual property related thereto, (b) any Customer Data reasonably understood to be confidential or proprietary in nature, and (c) any other non-public information produced by a party (hereinafter the “Discloser”) to the other party (hereinafter the “Recipient”), or acquired or learned about a party or a party’s business, customers, clients, products or services as a result of this Agreement or in the performance of services under this Agreement. Confidential Information does not include information which the Recipient can demonstrate: (i) is generally known and available through no act or omission of Recipient, (ii) was independently developed by Recipient without access to or use of the information of or from Discloser (iii) was already in Recipient’s possession, prior to the disclosure of such information by Discloser, or (iv) Recipient obtained the information from someone else who did not misappropriate the information, or otherwise obtain the information, directly or indirectly, from Discloser in violation of any obligation of confidentiality.
   
   
7. REPRESENTATION AND WARRANTIES 
    
   1. Service Warranty – During the Term, DataChat represents and warrants that (i) the Service will perform substantially as described in any specifications provided by DataChat, which may be updated by DataChat from time to time, and (ii) the Service, when used in accordance with these Terms and the specifications and documentation provided therefor, will comply with all applicable federal, state and local laws and regulations. DataChat will, without additional compensation and at its own cost and expense, use commercially reasonable efforts to correct, revise, or replace any failure of the Service in the event of a failure to fulfill the above warranties. The foregoing represents DataChat’s sole and exclusive remedy regarding warranties of the Service. DataChat shall not be responsible for any failure of the Service due to a cause beyond its control. 
   2. Limitations – With respect to the Service, DataChat shall not be responsible for (i) any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent from the use of the internet and electronic communications or problems or errors resulting from Customer’s servers, computers or hardware, (ii) any inaccuracies or insufficiencies contained in the Service resulting from incomplete or inaccurate information or Customer Data supplied by Customer, (iii) the reliability or continued availability of the Hosted Server connected to Customer’s network or Customer’s network connectivity or security configurations used to access the Service, (iv) any unauthorized access to Customer Data or the unauthorized use of the Service unless the unauthorized access or use results from DataChat’s failure to meet its security obligations stated in this Agreement, or (v) any other disclosure of Customer Data, by downloading to Customer devices from the Service or otherwise, by Customer. 
   3. WARRANTY DISCLAIMER – THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE (INCLUDING ANY SOFTWARE, CONTENT OR TECHNOLOGIES INCORPORATED THEREIN) ARE PROVIDED “AS IS” AND DATACHAT DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THAT THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE; OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; OR THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. DATACHAT MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL BE ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK AND CUSTOMER ASSUMES ANY AND ALL LIABILITY IN CONNECTION WITH ITS USE OF THE SERVICE.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DATACHAT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SECURE OPERATION OF THE SERVICE OR THAT DATACHAT’S SECURITY TECHNOLOGIES WILL BE ABLE TO PREVENT THIRD PARTY DISRUPTIONS OF THE SERVICE. THE ABOVE SERVICE WARRANTIES APPLY ONLY WITH RESPECT TO THE SERVICES PROVIDED BY DATACHAT PURSUANT TO THIS AGREEMENT. 
   4. Customer Warranty – Customer represents and warrants that Customer (i) owns all Customer Data or otherwise has obtained the necessary rights, permissions and consents to license all Customer Data to DataChat as set forth in this Agreement, (ii) will not allow any third parties or unauthorized users to use or access the Service, (iii) will comply at all times with all applicable federal, state and local laws and regulations in connection with Customer’s use of the Service, (iv) will not disclose any DataChat Confidential Information to any third parties; and (v) will not take any actions or engage in any omissions that are adverse to DataChat, DataChat IP, DataChat Confidential Inforamtion or the Service. 
      
      
8. LIMITATION OF LIABILITY 
   IN NO EVENT SHALL DATACHAT BE LIABLE TO CUSTOMER OR ANY END USER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, COST OF SUBSTITUTE SERVICES) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, CUSTOMER DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, UNAUTHORIZED ACCESS TO CUSTOMER DATA, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN THE SERVICE. IN NO EVENT SHALL DATACHAT’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS’ FEES), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO DATACHAT FOR THE USE OF THE SERVICE WITHIN THE LAST TWELVE MONTHS, OR AN AMOUNT NOT TO EXCEED $100 IF YOU DID NOT PAY FOR THE SITES OR SERVICES. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES, OR LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY DATACHAT IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST DATACHAT, AND YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION) SHALL BE WAIVED AND RELEASED.
   
   
9. INDEMNIFICATION 
    
   1. Intellectual Property Indemnification – DataChat shall indemnify and defend Customer against any third-party claims that the Service provided to Customer by DataChat infringe any United States patent or copyright. In the defense or settlement of any claim relating to infringing Service, DataChat shall, in its reasonable judgment and at its option and expense (i) obtain for Customer the right to continue using the Service, (ii) replace or modify the Service so that the Service become non-infringing while giving substantially equivalent functionality, or (iii) if DataChat determines the remedies in (i) or (ii) are not commercially reasonable, at its sole obligation, terminate this Agreement. DataChat shall have no liability to indemnify and defend Customer to the extent (1) the alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of Customer other than by DataChat, (2) the alleged infringement is the result of a modification to the Service made by anyone other than DataChat, or (3) Customer uses the Service other than in accordance with this Agreement or any documentation provided by DataChat. This Section states DataChat’s entire liability and Customer’s sole and exclusive remedy for claims relating to infringement. 
   2. Customer Indemnification – Customer shall indemnify and defend DataChat and its affiliates, employees, agents, representatives and third-party service providers against any third party claims or threatened claims arising from or related to (i) violation of any applicable law or regulation or violation of the legal rights of others, (ii) the Customer Data, including but not limited to any claim that the Customer Data infringes the rights of a third party, (iii) Customer’s use of the Service that exceeds the scope of the license granted in this Agreement, or (iv) Customer’s breach of its obligations hereunder. 
      
      
10. CHANGES TO THESE TERMS 
    DataChat reserves the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, DataChat will provide at least 60 days prior notice prior to any new terms taking effect. What constitutes a material change will be determined at DataChat’s sole discretion. By continuing to access or use the Service after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, you are no longer authorized to use the Service.
    
    
11. ACCESSIBILITY
    We value all of our users, and it is our goal to provide an excellent online experience for all users, including our users with disabilities. You understand and accept, however, that some of the features of the Service may not be fully accessible for a variety of reasons, including programming errors. If You have comments regarding the accessibility of the Service or would like to report an issue you are experiencing, please email us at privacy@datachat.ai. You expressly agree to attempt to resolve any and all issues with accessibility directly with us and in good faith prior to instituting any legal action against us, and to permit us at least 60 days to resolve any accessibility errors.
    
    
12. LINKS TO THIRD PARTY SITES AND SERVICES 
    The Service may contain links to third party web sites or services that are not owned or controlled by DataChat. DataChat has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services, and DataChat does not warrant the offerings of any of these entities/individuals or their websites. You are solely responsible for reading the terms and conditions and privacy policies of any third-party web sites or services that you visit through the Service and ensuring your compliance therewith. 
    
    
13. NOTICES 
    All notices and formal communications between the parties to this Agreement shall be in writing and addressed to the appropriate party as follows: (a) if to Customer – Customer’s current contact information, including email, provided to DataChat through the Service, which Customer shall be required to keep current and accurate; and (b) if to DataChat – DataChat’s mailing address currently provided on DataChat’s website datachat.ai or made available on the Service. 
    
    
14. TERM AND TERMINATION 
    1. Term – The term of this Agreement will commence on the date on which Customer accepts the Agreement (or a document incorporating this Agreement by reference) by signature, click-through, or use. Unless terminated earlier as set forth below, the Agreement will continue in effect until the end of the applicable license or Subscription term stated in the applicable Order Document or other agreement signed or otherwise executed by Customer (such period, the “Term”). Unless otherwise specifically stated in the Order Document, the Term for any Subscription of the Service that includes a Subscription Fee shall automatically renew at the end of the then-current Billing Cycle unless cancelled by Customer prior to the end of the then-current Billing Cycle. If no license term is provided in the applicable Order Document, then the Term shall continue on a renewing monthly basis until terminated or not renewed. 
    2. Termination by Either Party – Either party may terminate this Agreement: (i) if the other party breaches any material provision of this Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof, (ii) immediately if the other party violates applicable law or breaches any material provision of this Agreement and such breach is incapable of cure, or (iii) immediately if the other party terminates or suspends its business, becomes subject to any bankruptcy, insolvency, reorganization, liquidation or receivership, or shall have instigated against it bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, and shall fail to remove itself from such proceedings within ten (10) days from the date of institution of such proceedings. 
    3. Termination by DataChat – In addition to any other express termination right set forth elsewhere in this Agreement, (i) DataChat may terminate this Agreement immediately, effective on notice to Customer, if Customer materially breaches any provision of this Agreement, including without limitation, any of its obligations under 3(d) (Use Restrictions), and (ii) in the event Customer’s use of the Service does not involve any Subscription, DataChat may terminate this Agreement immediately, without prior notice or liability, under DataChat’s sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. 
    4. Termination by Customer – Customer may terminate this Agreement at any time effective upon written notice to DataChat; provided, however, that such termination shall only take effect once Customer has paid all Subscription Fees due through the end of the then-current Term. Customer shall not be entitled to any refund for upon termination. 
    5. Effect of Termination – The expiration or termination of this Agreement shall not relieve either party of any liability accrued prior to the effective date of the expiration or termination, and such expiration or termination shall not affect the continued operation or enforcement of any provision of this Agreement which by its expressed terms or by reasonable implication is to survive any expiration or termination. All provisions that by their nature should survive termination of these Terms, shall survive, including (without limitation) Sections 3(a), 3(e), 3(j), 4-9, 13, 14(e) and 15. 
    6. Suspension – DataChat may immediately suspend Customer’s (or any Authorized User’s) access to and use of some or all of the Service if (i) Customer or Authorized User uses or attempts to use the Service in any manner that does not comply with or constitutes a breach of these Terms, (ii) Customer or Authorized User fails to timely pay any Subscription Fees under the Agreement when due, (iii) DataChat has a good-faith reason to believe suspicious activity has occurred in connection with Customer’s or Authorized User’s use of the Service, (iv) suspension is necessary to preserve the security, integrity, or accessibility of some of all of the Service, or (v) it is necessary to prevent DataChat from violating applicable laws and regulations.
       
       
15. MISCELLANEOUS 
     
    1. Governing Law; Jurisdiction – This Agreement will be governed by the laws of the State of Wisconsin, without regard to the conflicts of laws principles of such State. The parties agree that any legal proceedings which arise under this Agreement shall be brought in the state and federal courts in the State of Wisconsin. 
    2. Limitations on Claims – If  You have a claim or potential claim against DataChat under these Terms or our Privacy Policy, you agree to attempt to resolve the claim in good faith with DataChat prior to instituting legal action.  If you do institute legal action against DataChat, You agree you must do so within one year of such claim arising.  You agree to resolve any claims on a case-by-case basis and expressly waive the right to participate in any class action against DataChat relating to the Service. 
    3. Excusable Delays in Performance – Neither party shall be liable for a failure to perform its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, acts of God, and its acts in compliance with any applicable, law or order of any governmental body. 
    4. Assignment and Binding Effect – This Agreement may not be assigned by Customer hereto without the prior written consent of DataChat, and any such attempted assignment shall be void. DataChat may assign this Agreement without prior approval of Customer. This Agreement shall be binding upon and inure to the benefit of each of the parties and its respective successors and permitted assigns. 
    5. Severability. If any term or provision in these Terms of Use is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms of Use in its entirety and the remainder of these Terms of Use shall survive with the said offending provision eliminated.
    6. Miscellaneous Terms – The section headings contained in this Agreement are inserted for reference purposes only and will not affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, or representations, whether written or oral. The failure of either party to assert any of its rights under this Agreement, including the right to terminate this Agreement in the event of a breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement in accordance with their terms. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between DataChat and Customer. Neither party has the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. 
       
       
16. QUESTIONS 
    If you have any questions about DataChat, the Sites, our programs, the Services, the Privacy Policy, or these Terms and Conditions, you may contact us at:
    
    DataChat Inc.
    455 Science Drive, #155
    Madison, WI 53711
    
    privacy@datachat.ai