Terms

The following Terms of Use are applicable when you utilize the services provided by Chatguide or our associated entities, which include our application programming interface, software, tools, developer services, data, documentation, and websites (collectively referred to as "Services"). These Terms encompass our Service Terms, Sharing & Publication Policy, Usage Policies, and any other documentation, guidelines, or policies we may provide in written form. By using our Services, you consent to these Terms. Our Privacy Policy outlines how we gather and utilize personal information.

1. Registration and Access To use the Services: You must be at least 13 years old to use the Services. If you are under 18, you must obtain permission from your parent or legal guardian to use the Services. If you are using the Services on behalf of another individual or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information when registering for an account. You are not permitted to share your access credentials or account with others, and you are responsible for all activities that occur under your account.
2. Usage Requirements (a) Use of Services: You are granted a non-exclusive right to access and use the Services in accordance with these Terms. You must comply with these Terms and all applicable laws when using the Services. All rights, title, and interest in and to the Services are owned by us and our affiliates. (b) Feedback: We welcome feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these, we may use them without any restrictions or compensation to you. (c) Restrictions: You are prohibited from (i) using the Services in a way that infringes, misappropriates, or violates any person's rights; (ii) attempting to discover the source code or underlying components of models, algorithms, and systems of the Services; (iii) using output from the Services to develop products that compete with Chatguide; (iv) using any automated or programmatic method to extract data or output from the Services; (v) misrepresenting that output from the Services was human-generated when it is not; (vi) buying, selling, or transferring API keys without our prior consent; or (vii) sending us any personal information of children under 13 or the applicable age of digital consent. You must comply with any rate limits and other requirements in our documentation. (d) Third Party Services: Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third-party products.
3. Content (a) Your Content: You may provide input to the Services ("Input"), and receive output generated and returned by the Services based on the Input ("Output"). Input and Output are collectively "Content." You own all Input, and subject to your compliance with these Terms, Chatguide assigns to you all its right, title, and interest in and to Output. Chatguide may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. (b) Similarity of Content: Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output. (c) Accuracy: Given the probabilistic nature of machine learning, use of our Services may sometimes result in incorrect Output. You should evaluate the accuracy of any Output as appropriate for your use case.
4. Fees and Payments (a) Fees and Billing: You will pay all fees charged to your account ("Fees'') according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis. You authorize Chatguide and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement. (b) Taxes: Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments ("Taxes"). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. (c) Price Changes: We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. (d) Disputes and Late Payments: If you want to dispute any Fees or Taxes, please contact [email protected] within thirty (30) days of the date of the disputed invoice. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment. (e) If we believe you are not using the Services in good faith, we may stop providing access to the Services.
5. Confidentiality, Security, and Data Protection (a) Confidentiality: You may be given access to Confidential Information of Chatguide, its affiliates, and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. (b) Security: You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Chatguide and provide details of the vulnerability or breach. (c) Processing of Personal Data: If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.
6. Term and Termination (a) Termination; Suspension: These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing at least 14 days’ advance notice. (b) Effect on Termination: Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information.
7. Indemnification; Disclaimer of Warranties; Limitations on Liability (a) Indemnity: You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law. (b) Disclaimer: THE SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. (c) Limitations of Liability: NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Dispute Resolution YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS: (a) MANDATORY ARBITRATION: You and Chatguide agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration. (b) Informal Dispute Resolution: Before filing a claim against Chatguide, you agree to try to resolve the dispute informally by sending us notice at [email protected] of your name, a description of the dispute, and the relief you seek. (c) Arbitration Forum: Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. (d) Arbitration Procedures: The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Burlington, Vermont or at another mutually agreed location. (e) Exceptions: This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement. (f) NO CLASS ACTIONS: Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. (g) Mass Filings: If, at any time, 30 or more similar demands for arbitration are asserted against Chatguide or related parties by the same or coordinated counsel or entities (“Mass Filing”), ADR Services will randomly assign sequential numbers to each of the Mass Filings. (h) Severability: If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety.
9. General Terms (a) Relationship of the Parties: These Terms do not create a partnership, joint venture or agency relationship between you and Chatguide or any of Chatguide’s affiliates. (b) Use of Brands: You may not use Chatguide’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent. (c) U.S. Federal Agency Entities: The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto. (d) Copyright Complaints: If you believe that your intellectual property rights have been infringed, please send notice to the address below. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers. Chatguide PO Box 1876 Gardnerville, NV 89410 Attn: General Counsel / Copyright Agent (e) Assignment and Delegation: You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization. (f) Modifications: We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. (g) Notices: All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. (h) Waiver and Severability: If you do not comply with these Terms, and Chatguide does not take action right away, this does not mean Chatguide is giving up any of our rights. (i) Export Controls: The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the "Embargoed Countries") or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, "Restricted Party Lists"). (j) Equitable Remedies: You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Chatguide and its affiliates, and Chatguide shall have the right to seek injunctive relief against you in addition to any other legal remedies. (k) Entire Agreement: These Terms and any policies incorporated in these Terms contain the entire agreement between you and Chatguide regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Chatguide on that subject. (l) Jurisdiction, Venue and Choice of Law: These Terms will be governed by the laws of the State of Vermont. Except as provided in the "Dispute Resolution" section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Burlington, Vermont, USA.