Terms of Service

1. Introduction and Acceptance

1.1 Agreement Overview

These Terms of Service ("Terms") constitute a binding legal agreement between SA Cyber LLC, a Wyoming limited liability company doing business as "Chat.co" ("Chat.co," "we," "us," or "our") and the individual or legal entity accepting these Terms ("Customer" or "you"). These Terms govern your access to and use of our AI-powered chatbot creation platform, knowledge base management system, embeddable chat widgets, artificial intelligence tools, proprietary software, and all related services (collectively, the "Services").

1.2 Acceptance of Terms

1.3 Authority to Bind

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms. In such case, the terms "Customer" or "you" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

1.4 Modifications to Terms

Chat.co reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Effective Date" above. Your continued use of the Services after such modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Services and terminate your account.

2. Definitions

The following terms shall have the meanings set forth below:

3. Account Registration and Security

3.1 Account Creation

To access and use the Services, Customer must create an account by providing accurate, current, and complete information as prompted by the registration process. Customer agrees to maintain and promptly update such information to keep it accurate, current, and complete.

3.2 Account Security

Customer is responsible for maintaining the confidentiality of all login credentials associated with Customer's account and for all activities that occur under Customer's account. Customer agrees to: (a) immediately notify Chat.co of any unauthorized use of Customer's account or any other breach of security; and (b) ensure that Customer exits from the account at the end of each session. Chat.co shall not be liable for any loss or damage arising from Customer's failure to comply with this section.

3.3 Authorized User Management

Customer is solely responsible for:

• Designating which individuals are Authorized Users
• Ensuring that Authorized Users comply with these Terms
• Controlling the level of access each Authorized User has to the Services
• Promptly revoking access for any Authorized User who is no longer authorized or who violates these Terms

Customer shall be liable for all acts and omissions of its Authorized Users.

3.4 Age Requirement

The Services are not intended for use by individuals under the age of 18. By using the Services, you represent and warrant that you are at least 18 years of age. If we learn that we have collected or received Personal Data from an individual under 18, we will delete that information.

4. Use of Services and Restrictions

4.1 License Grant

Subject to these Terms and the applicable Order Form, Chat.co grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 16.6), non-sublicensable right to access and use the Services and Documentation during the Subscription Term solely for Customer's internal business purposes and, where applicable, to provide services to Customer's own clients through deployed Chatbots.

4.2 Service Description

The Services provide Customer with tools to:

• Upload documents and create Knowledge Bases
• Build and configure AI-powered Chatbots trained on Customer's data
• Deploy Chatbots via embeddable JavaScript widgets or hosted chat pages
• Manage conversations and view analytics
• Access other features as described in the Documentation and applicable Order Form

4.3 Restrictions

Customer will not, and will not permit any Authorized User or third party to:

• Make any Service available to anyone other than Authorized Users, or use any Service for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form
• Sell, resell, license, sublicense, distribute, rent, or lease any Service or Content
• Use a Service to store or transmit infringing, libelous, defamatory, or otherwise unlawful or tortious material
• Use a Service to store or transmit Malicious Code
• Interfere with or disrupt the integrity or performance of any Service
• Attempt to gain unauthorized access to any Service or its related systems or networks
• Copy, modify, or create derivative works of the Services
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code
• Access any Service in order to build a competitive product or service
• Use automated means to access the Services, except through our published API

4.4 Customer Responsibilities

Customer will be responsible for:

• Authorized Users' compliance with these Terms, the Documentation, and applicable laws
• The accuracy, quality, legality, and appropriateness of Customer Data
• Using commercially reasonable efforts to prevent unauthorized access
• Notifying Chat.co promptly of any unauthorized access or use
• Ensuring compliance with all applicable laws and regulations, including export control laws

5. Acceptable Use Policy

5.1 Prohibited Uses

Customer agrees not to use the Services, and will ensure that Authorized Users do not use the Services, to:

• Engage in any illegal activities or promote illegal acts
• Send unsolicited bulk communications, spam, or phishing messages
• Harass, threaten, intimidate, or bully any person
• Misrepresent identity or affiliation with any person or entity
• Transmit or store content that is obscene, pornographic, or harmful to minors
• Promote violence, hatred, or discrimination
• Infringe upon intellectual property rights, privacy rights, or publicity rights
• Distribute malware, viruses, or other harmful code
• Attempt to circumvent security measures or gain unauthorized access
• Use the Services to provide professional advice without appropriate licensure
• Use the Services in a manner that could damage or impair Chat.co's servers or networks

5.2 Enforcement

Chat.co reserves the right, but does not assume the obligation, to investigate any violation of this Acceptable Use Policy or misuse of the Services. Chat.co may, in its sole discretion:

• Remove or refuse to post any Customer Data
• Suspend or terminate Customer's access to the Services
• Report any activity that it suspects violates any law to appropriate law enforcement officials
• Take any other action Chat.co deems appropriate to protect its rights or the rights of third parties

5.3 Content Moderation

While Chat.co does not routinely monitor Customer Data, Chat.co reserves the right to review Customer Data for compliance with these Terms and applicable law. Customer acknowledges that Chat.co may use automated systems to scan for Malicious Code, prohibited content, or other violations.

6. Artificial Intelligence Addendum

6.1 AI Features Overview

The Services incorporate AI Features powered by large language models and machine learning technologies. These AI Features enable Customer to create intelligent Chatbots that can understand natural language, process documents, and generate contextually relevant responses based on Customer's Knowledge Base and Input.

6.2 Input and Output Ownership

As between the parties, and to the extent permitted by applicable law:

• Customer owns all Input. Customer retains all right, title, and interest in and to Input, including any intellectual property rights therein.
• Subject to Customer's compliance with these Terms, Chat.co hereby assigns to Customer all of Chat.co's right, title, and interest in and to the Output. This assignment is effective upon creation of the Output.
• Customer may use Output for any lawful purpose, including commercial purposes such as sale or publication, provided Customer complies with these Terms.

6.3 AI Accuracy Disclaimer ("Hallucinations")

6.4 Human-in-the-Loop Requirement

Customer agrees to implement appropriate human review and oversight of AI-generated Output before deploying it in production environments, particularly for high-stakes use cases. Customer acknowledges that AI Features are intended to assist, not replace, human judgment and decision-making.

6.5 No Professional Advice

The AI Features are not intended to provide, and should not be relied upon for, legal, medical, financial, tax, accounting, or other professional advice. Customer should consult with a qualified professional before making any decisions based on Output. If Customer deploys Chatbots that may interact with End Users seeking such advice, Customer is solely responsible for ensuring appropriate disclaimers and disclosures are provided.

6.6 Training Data Rights

Chat.co will not use Customer Data to train or improve its foundation artificial intelligence models that are generally available to other customers without Customer's express written permission. However, Chat.co may:

• Use Customer Data to provide, maintain, and improve the Services for Customer's account specifically
• Use usage patterns, metadata, aggregate statistics, and anonymized/de-identified data to improve the Services generally
• Use Customer Data as necessary to detect and prevent fraud, abuse, security threats, and violations of these Terms

6.7 Third-Party AI Services

The AI Features may incorporate or rely upon artificial intelligence services provided by third parties (e.g., AWS Bedrock, OpenAI, Anthropic). Customer's use of the Services is subject to the terms and policies of such third-party providers to the extent applicable. Chat.co shall not be liable for any acts or omissions of third-party AI service providers.

7. Fees and Payment

7.1 Fees

Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form:

• Fees are based on Services and subscription tiers purchased and not actual usage, unless a usage-based pricing model is specified
• Payment obligations are non-cancelable and fees paid are non-refundable
• Quantities purchased cannot be decreased during the relevant Subscription Term

7.2 Subscription Tiers

The Services are offered in various subscription tiers (e.g., Starter, Professional, Enterprise) with different feature sets, usage limits, and pricing. The specific features, limits, and pricing for each tier are set forth in the Order Form or on the Chat.co pricing page. Customer's access to features and capacity is limited to those included in Customer's selected subscription tier.

7.3 Invoicing and Payment

Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form:

• Fees are due net thirty (30) days from the invoice date for enterprise customers, or immediately upon subscription for self-service customers
• Customer shall pay all fees via credit card, ACH, or wire transfer as specified
• Customer is responsible for providing complete and accurate billing and contact information

7.4 Overdue Charges

If any invoiced amount is not received by Chat.co by the due date, then without limiting Chat.co's rights or remedies:

• Those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower
• Chat.co may suspend access to the Services until such amounts are paid in full

7.5 True-Up for Additional Usage

If Customer adds Authorized Users, Chatbots, or other billable items beyond the quantities included in Customer's subscription tier during a billing cycle, Chat.co will charge Customer for the applicable fees prorated for the remainder of the then-current billing cycle. Chat.co may conduct periodic audits to verify Customer's usage and reconcile any underpayment.

7.6 Taxes

All fees are exclusive of taxes. Customer is responsible for paying all taxes, levies, or duties assessed by taxing authorities in connection with Customer's purchase of the Services, excluding taxes based on Chat.co's net income. If Chat.co has a legal obligation to pay or collect taxes for which Customer is responsible, Chat.co will invoice Customer and Customer will pay that amount unless Customer provides Chat.co with a valid tax exemption certificate.

7.7 Price Changes

Chat.co may change its pricing at any time. Any price changes will take effect upon the next renewal of Customer's subscription. Chat.co will provide Customer with reasonable advance notice of any price increases.

8. Proprietary Rights and Licenses

8.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, Chat.co and its affiliates, licensors, and content providers reserve all of their right, title, and interest in and to the Services, including all of their related intellectual property rights. Without limiting the foregoing, Chat.co retains all rights in and to:

• The underlying software, algorithms, and technologies powering the Services
• The Chat.co name, logo, trademarks, and brand features
• Any improvements, modifications, or derivative works of the Services, regardless of who suggests them

8.2 Customer Data License

Customer grants Chat.co, its Affiliates, and applicable contractors a worldwide, limited-term license to host, copy, process, transmit, and display Customer Data as reasonably necessary for Chat.co to:

• Provide, maintain, and improve the Services in accordance with this Agreement
• Ensure proper operation of the Services and associated systems
• Comply with applicable law or legal process

Subject to the limited licenses granted herein, Chat.co acquires no right, title, or interest from Customer or its licensors under this Agreement in or to any Customer Data.

8.3 Feedback

If Customer or any Authorized User provides Chat.co with any feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), Chat.co shall have a royalty-free, worldwide, irrevocable, perpetual license to use, incorporate, and otherwise exploit such Feedback for any purpose without any obligation or compensation to Customer.

8.4 Usage Data

Chat.co may collect and use Usage Data (technical logs, performance metrics, aggregate usage statistics, and similar operational data) to: (a) operate and improve the Services; (b) develop new products and features; (c) generate aggregate insights and benchmarks; and (d) for other lawful business purposes. Usage Data does not include Customer Data or Personal Data and shall be owned by Chat.co.

9. Data Privacy and Security

9.1 Data Processing Addendum

To the extent that Chat.co processes any Personal Data contained in Customer Data on Customer's behalf in the provision of the Services, the terms of the Data Processing Addendum ("DPA"), which is available at chat.co/legal/dpa and incorporated herein by reference, shall apply. For the purposes of the Standard Contractual Clauses (where applicable), Customer and its applicable Affiliates are each the data exporter.

9.2 Roles and Responsibilities

With respect to Personal Data contained in Customer Data:

• Customer is the data controller (or "business" under CCPA) and determines the purposes and means of processing
• Chat.co is the data processor (or "service provider" under CCPA) and processes Personal Data only in accordance with Customer's documented instructions and these Terms
• Customer is responsible for ensuring that it has obtained all necessary consents, provided all required notices, and has a lawful basis for transferring Personal Data to Chat.co

9.3 Security Measures

Chat.co will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These measures include, but are not limited to:

• Encryption of data in transit and at rest
• Access controls and authentication mechanisms
• Regular security assessments and penetration testing
• Incident response procedures
• Employee security training

9.4 CCPA Service Provider

If Customer is subject to the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), the parties agree that Chat.co is a "Service Provider" as defined therein. Chat.co shall not:

• Sell or share Customer's Personal Data
• Retain, use, or disclose Customer's Personal Data for any purpose other than performing the Services specified in this Agreement
• Retain, use, or disclose such information outside of the direct business relationship between Chat.co and Customer, except as permitted by the CCPA/CPRA

9.5 Data Breach Notification

In the event that Chat.co becomes aware of a security breach that results in the unauthorized access, acquisition, or disclosure of Customer Data ("Security Incident"), Chat.co will:

• Notify Customer of the Security Incident without undue delay
• Investigate the Security Incident and take reasonable steps to mitigate its effects
• Provide Customer with information reasonably necessary for Customer to meet its legal obligations
• Cooperate with Customer in responding to the Security Incident

9.6 Data Location

Customer Data may be processed and stored in the United States or other jurisdictions where Chat.co or its sub-processors maintain facilities. By using the Services, Customer consents to the transfer of Customer Data to such locations. Chat.co will ensure that appropriate safeguards are in place for any international data transfers, including Standard Contractual Clauses where required.

9.7 Data Retention and Deletion

Upon termination or expiration of this Agreement, Chat.co will, upon Customer's request, delete or return all Customer Data in its possession within thirty (30) days, except to the extent Chat.co is required by applicable law to retain such data. Customer is responsible for exporting any Customer Data it wishes to retain prior to termination.

10. Confidentiality

10.1 Definition of Confidential Information

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Customer Data (as Customer's Confidential Information)
• The Services, software, algorithms, and technical documentation (as Chat.co's Confidential Information)
• The terms, conditions, and pricing of this Agreement and all Order Forms
• Business plans, strategies, and financial information
• Any other information marked "confidential" or similar designation

10.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of any obligation owed to the Disclosing Party
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party
• Is received from a third party without breach of any obligation owed to the Disclosing Party
• Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information

10.3 Protection of Confidential Information

The Receiving Party will:

• Use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information of like kind, but not less than reasonable care
• Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement
• Limit access to Confidential Information to those who need that access for purposes consistent with this Agreement

10.4 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.

11. Warranties and Disclaimers

11.1 Mutual Representations

Each party represents and warrants that:

• It has the legal power and authority to enter into this Agreement
• This Agreement has been duly executed and authorized and constitutes a binding obligation
• Its performance under this Agreement will not conflict with any other agreement to which it is bound

11.2 Chat.co Warranty

Chat.co warrants that during an applicable Subscription Term: (a) the Services will perform materially in accordance with the applicable Documentation; and (b) the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of this warranty, Customer's exclusive remedy shall be as set forth in Section 14.3 (Termination for Cause).

11.3 Customer Warranties

Customer represents and warrants that:

• Customer has obtained all rights, licenses, and consents necessary to grant the licenses to Customer Data under this Agreement
• Customer Data does not and will not infringe, misappropriate, or violate the intellectual property rights, privacy rights, or other rights of any third party
• Customer's use of the Services will comply with all applicable laws, regulations, and industry standards

11.4 Disclaimers

11.5 Beta Services

Chat.co may offer certain features or services designated as "beta," "preview," "early access," or similar ("Beta Services"). Beta Services are provided for evaluation purposes only and may be discontinued at any time without notice. Customer's use of Beta Services is at Customer's sole risk. Beta Services are not covered by any SLA, warranty, or indemnification obligations under this Agreement.

12. Indemnification

12.1 Indemnification by Chat.co

Chat.co will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the Services (excluding Customer Data, Third-Party Applications, and AI-generated Output) infringe or misappropriate such third party's intellectual property rights (a "Claim Against Customer"), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Chat.co in writing of, a Claim Against Customer.

12.2 Exclusions from Chat.co Indemnification

Chat.co shall have no obligation under Section 12.1 to the extent a claim arises from:

• Customer Data
• Third-Party Applications
• Output generated by AI Features
• Modifications to the Services not made by Chat.co
• Customer's use of the Services in violation of these Terms
• Combination of the Services with other products, services, or technologies not provided by Chat.co

12.3 Remediation

If the Services are, or in Chat.co's reasonable opinion are likely to be, the subject of an infringement claim, Chat.co may, at its option and expense:

• Procure for Customer the right to continue using the Services
• Replace or modify the Services so they become non-infringing without materially reducing functionality
• If the foregoing options are not reasonably practicable, terminate Customer's access to the affected Services and refund any prepaid fees for the remainder of the Subscription Term

12.4 Indemnification by Customer

Customer will defend Chat.co against any claim, demand, suit, or proceeding made or brought against Chat.co by a third party alleging that:

• Customer Data, or Customer's use of Customer Data with the Services, infringes or misappropriates such third party's intellectual property rights or violates applicable law
• A Third-Party Application provided or specified by Customer infringes or misappropriates such third party's intellectual property rights
• Customer's use of the Services in violation of these Terms caused harm to such third party
• Output generated based on Customer's Input infringes or misappropriates such third party's intellectual property rights

12.5 Exclusive Remedy

This Section 12 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section.

13. Limitation of Liability

13.1 Limitation of Liability

13.2 Exclusion of Consequential and Related Damages

13.3 Exceptions

The limitations in Sections 13.1 and 13.2 shall not apply to:

• A party's breach of its confidentiality obligations under Section 10
• A party's indemnification obligations under Section 12
• Customer's breach of Section 4.3 (Restrictions) or Section 5 (Acceptable Use Policy)
• Fraud, gross negligence, or willful misconduct
• Amounts owed under Section 7 (Fees and Payment)

13.4 Allocation of Risk

The parties acknowledge that the limitations of liability in this Section 13 are an essential element of the bargain between the parties and reflect a fair allocation of risk. The fees charged for the Services would be significantly higher without such limitations.

14. Term and Termination

14.1 Term of Agreement

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

14.2 Term of Subscriptions

The term of each subscription shall be as specified in the applicable Order Form. Unless otherwise specified in an Order Form:

• Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one (1) year, whichever is shorter
• Either party may give the other written notice (email acceptable) of its intent not to renew at least thirty (30) days before the end of the relevant Subscription Term

14.3 Termination for Cause

Either party may terminate this Agreement for cause:

• Upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period
• Immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors

14.4 Termination for Convenience

Customer may terminate a subscription at any time by providing written notice to Chat.co. However, Customer shall not be entitled to any refund of prepaid fees for the remainder of the then-current Subscription Term unless otherwise specified in the applicable Order Form or required by applicable law.

14.5 Effect of Termination

Upon termination or expiration of this Agreement:

• Customer's right to access and use the Services shall immediately cease
• Each party will return or destroy, at the other party's option, all Confidential Information of the other party in its possession
• Chat.co will delete Customer Data in accordance with Section 9.7
• Any provisions that by their nature should survive termination will survive

14.6 Suspension of Services

Chat.co may suspend Customer's access to the Services:

• If Customer fails to pay undisputed fees when due
• If Customer's use of the Services poses a security risk to the Services or third parties
• If Customer's use of the Services may subject Chat.co or third parties to liability
• If Customer is in breach of this Agreement
• As required by law or legal process

Chat.co will provide Customer with advance notice of suspension where reasonably practicable.

15. Service Level Agreement

15.1 Service Commitment

Chat.co will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the "Service Commitment"). This Service Commitment applies only to paid subscription tiers and does not apply to free tiers, Beta Services, or Third-Party Applications.

15.2 Definitions

"Downtime" means the total accumulated minutes during a calendar month during which the Services are unavailable to Customer. Unavailability is measured based on server-side error rates and inability to access core functionality.

"Exclusions" means unavailability resulting from:

• Scheduled maintenance with at least 24 hours' prior notice
• Emergency maintenance to address security vulnerabilities or critical issues
• Force majeure events
• Failures of Customer's equipment, software, network connections, or third-party services
• Customer's breach of this Agreement
• Suspension of Customer's account in accordance with this Agreement
• Third-Party Applications
• Factors outside of Chat.co's reasonable control

"Monthly Uptime Percentage" is calculated as: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) × 100.

15.3 Service Credits

If Chat.co fails to meet the Service Commitment, Customer may be eligible to receive a Service Credit as a percentage of the monthly fees for the affected month.

15.4 Credit Request and Payment

To receive a Service Credit, Customer must submit a request to Chat.co support within thirty (30) days of the end of the month in which the Downtime occurred. The request must include:

• The dates and times of each Downtime incident
• The affected Services
• Logs or other documentation corroborating the claimed Downtime

If Chat.co confirms that the Service Commitment was not met, Service Credits will be applied to Customer's next invoice.

15.5 Maximum Credits

The aggregate maximum Service Credits that Customer may receive for any monthly billing period shall not exceed 30% of the fees paid by Customer for the affected Services for that month.

15.6 Sole Remedy

16. General Provisions

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wyoming, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

16.2 Dispute Resolution and Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Orlando, Florida, unless otherwise agreed by the parties. The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

16.3 Class Action Waiver

16.4 DMCA Notice

If you believe that any content on the Services infringes your copyright, please send a notice of copyright infringement to our Designated Agent at legal@chat.co in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512). The notice must include:

• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing and its location
• Your contact information
• A statement that you have a good faith belief that use of the material is not authorized
• A statement that the information in the notice is accurate
• Your physical or electronic signature

16.5 Export Compliance

The Services may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer will not permit Authorized Users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

16.6 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be void.

16.7 Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Customer shall be sent to the email address associated with Customer's account. Notices to Chat.co shall be sent to: SA Cyber LLC, Attn: Legal Department, legal@chat.co.

16.8 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16.9 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.

16.10 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement. This Agreement is intended solely for the benefit of the parties hereto and their respective successors and permitted assigns.

16.11 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any default shall not be a waiver of any subsequent default.

16.12 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

16.13 Entire Agreement

This Agreement, including all Order Forms, the DPA, and any other addenda or exhibits incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict between this Agreement and an Order Form, the Order Form shall prevail. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

16.14 Survival

The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including, without limitation, Sections 2 (Definitions), 6 (AI Addendum - to the extent relating to Output ownership), 7 (Fees and Payment - for amounts accrued), 8 (Proprietary Rights), 10 (Confidentiality), 11 (Warranties and Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), 14.5 (Effect of Termination), and 16 (General Provisions).

17. Contact Information

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