Terms of Service

You may use the Services only if: (a) you are capable of forming a binding contract with Chatzy under applicable law; (b) you are at least 18 years of age; (c) your use of the Services is not prohibited by applicable law; and (d) you have not previously been suspended or removed from the Services by Chatzy. By accessing the Services, you represent and warrant that you satisfy all of the foregoing eligibility requirements. The Services are not directed to individuals under the age of 18. If you are accessing the Services on behalf of an organisation, you represent that you have the authority to bind that organisation to this Agreement.

Subject to your payment of all applicable Fees and full compliance with this Agreement throughout the Term, Chatzy grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorised Users. This licence does not include any right to: sublicence the Services; access the underlying source code or algorithms; or use the Services for any purpose not expressly permitted by this Agreement.

Subject to the terms of this Agreement, Chatzy grants you a non-exclusive, non-sublicensable, non-transferable licence to use the Documentation during the Term solely in connection with your permitted use of the Services.

When creating your Customer Account, you must provide accurate, current, and complete information and keep it up to date. You are solely and exclusively responsible for: all activity that occurs under your Customer Account; maintaining the confidentiality and security of your account credentials; ensuring that no Authorised User shares credentials with any other person; and promptly notifying Chatzy at legal@chatzy.ai of any actual or suspected unauthorised access to your account. Chatzy shall not be liable for any loss or damage arising from unauthorised use of your account. By providing your email address and phone number, you consent to receiving service-related communications from Chatzy at those contact details.

Chatzy may monitor Customer's use of the Services and collect and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics - including all Intellectual Property Rights therein - vest solely in and are retained by Chatzy. You acknowledge that Chatzy may publish Aggregated Statistics in compliance with applicable law, provided such statistics do not identify Customer or any Authorised User individually.

Chatzy reserves all rights in and to the Chatzy Property not expressly granted in this Agreement. No right, title, or licence under any Chatzy Property is granted to Customer by implication, waiver, estoppel, or otherwise.

Chatzy may, in its sole and absolute discretion and without prior notice or liability, temporarily suspend or permanently terminate Customer's and any Authorised User's access to any or all of the Services at any time and for any reason or no reason, including where Chatzy reasonably determines that: (a) there is a threat, attack, or security risk to the Chatzy Property or to any other customer; (b) Customer's or any Authorised User's use of the Services is disruptive, fraudulent, abusive, or illegal; (c) Customer has become insolvent, made an assignment for the benefit of creditors, or is subject to any bankruptcy or liquidation proceeding; (d) continued provision of the Services is prohibited by applicable law or required to be suspended by a court or regulatory authority; (e) a third-party vendor has suspended Chatzy's access to infrastructure required to provide the Services; or (f) Customer has failed to pay any Fees when due. Suspension does not entitle Customer to any refund of Fees.

Chatzy may, at any time and without prior notice or liability: change, update, or modify the Services or any feature thereof; impose usage limits; or discontinue the Services or any part thereof. Chatzy reserves the right to temporarily or permanently suspend your access to the Services at any time and for any reason.

Use of the Services does not require Customer to submit Personal Data as Input. However, if Customer wishes to submit Personal Data for processing by Chatzy on its behalf, Customer must first execute a Data Processing Addendum ("DPA") by contacting hello@chatzy.ai. Upon execution, the DPA shall be incorporated by reference into this Agreement. All processing of Personal Data by Chatzy in its capacity as a data controller is governed by the Privacy Policy at https://www.chatzy.ai/privacy-policy. Customer is solely responsible for ensuring that all Personal Data submitted to the Services is submitted lawfully, with all necessary consents, and in compliance with applicable data protection law, including the Digital Personal Data Protection Act, 2023.

Chatzy uses First Party Cookies within the Services in accordance with its In-Product Cookie Policy at https://www.chatzy.ai/cookie-policy. Cookie data is used solely to provide the Services and in aggregate form, and not to personally identify Customers or Users outside of the Services.

As between the Parties, Customer retains ownership of Customer Property. However, by submitting, providing, or making available any Customer Property through the Services, Customer expressly grants Chatzy a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, non-exclusive licence to use, reproduce, modify, adapt, publish, translate, distribute, publicly perform, publicly display, and create derivative works of all Customer Property, in whole or in part, in any form or media, whether now known or hereafter developed, for the following purposes: (a) providing, operating, securing, and improving the Services; (b) developing, training, fine-tuning, and improving AI models used within or in connection with the Services; (c) generating Aggregated Statistics; (d) promoting and marketing the Services; and (e) any other purpose connected with Chatzy's business. Customer represents and warrants that: (i) it owns or has all rights necessary to grant the foregoing licence; (ii) Customer Property does not infringe any third-party intellectual property right; (iii) Customer Property complies with all applicable law; and (iv) Chatzy may exercise the above rights without payment of any fee, royalty, or residual to any third party.

To the extent Output does not already vest in Customer by operation of law, Chatzy assigns to Customer all of Chatzy's right, title, and interest, if any, in and to such Output; provided, however, that: (a) Output may not be unique and the Services may generate the same or similar output for other users; (b) Customer assumes all risk of any third-party intellectual property claim arising from its use or distribution of Output; and (c) Chatzy makes no representation that Output is original or free from third-party claims.

All Chatzy Property - including all Intellectual Property Rights therein - is and remains the exclusive property of Chatzy and its licensors. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, or create derivative works from any Chatzy Property. Use of Chatzy Property for any purpose not expressly permitted by this Agreement is strictly prohibited. You hereby unconditionally and irrevocably assign to Chatzy all right, title, and interest in Aggregated Statistics and all data and insights derived from Chatzy's monitoring of your use of the Services.

By providing any Feedback to Chatzy, you agree that: (a) such Feedback is provided gratuitously, voluntarily, and without restriction; (b) Chatzy is free to use, disclose, reproduce, modify, incorporate, and commercialise Feedback without any attribution, compensation, or obligation to you; (c) Chatzy does not waive any rights to use similar ideas known to it or developed independently; and (d) you hereby assign to Chatzy all right, title, and interest in and to all Intellectual Property Rights in and to the Feedback. All Feedback is non-confidential. Customer shall procure equivalent assignments from its Authorised Users.

Chatzy owns all right, title, and interest in all improvements to the Services, including those informed by Customer's or Users' use of the Services, Usage Information, Feedback, or any interaction with Chatzy. Customer irrevocably assigns to Chatzy any interest it may have in such improvements and waives all moral rights therein.

Chatzy takes no responsibility for and assumes no liability for any Customer Property submitted through the Services. Customer is solely responsible for Customer Property and its consequences. Customer acknowledges that it may encounter Customer Property submitted by other users that is inaccurate, objectionable, or otherwise unsuitable, and agrees that Chatzy shall not be liable for any such content.

Customer shall comply with, and shall ensure all Authorised Users comply with: the AUP; the FUP; the Platform Guidelines; the In-Product Cookie Policy; all applicable laws, rules, and regulations (including data protection, anti-spam, telemarketing, and consumer protection laws); and all other terms of this Agreement and the Governing Documents.

Customer is responsible and liable for all uses of the Services by Authorised Users, whether or not such use is authorised or in violation of this Agreement. Any act or omission by an Authorised User that would constitute a breach of this Agreement if taken by Customer shall be deemed a breach by Customer. Customer shall use reasonable efforts to ensure all Authorised Users are aware of and comply with the applicable provisions of this Agreement.

Customer is responsible for keeping all passwords and access credentials associated with the Services strictly confidential and secure. Customer shall not sell, transfer, or share credentials with any unauthorised person. Customer shall promptly notify Chatzy at legal@chatzy.ai upon discovery of any actual or suspected compromise of credentials or unauthorised access.

The Services may permit access to Third-Party Products. Such Third-Party Products are subject to their own terms and conditions. Chatzy does not endorse, warrant, or assume responsibility for any Third-Party Product. If Customer accesses a Third-Party Product from or through the Services, it does so entirely at its own risk. Customer expressly releases Chatzy from all liability arising from its use of Third-Party Products. This Agreement and the Privacy Policy do not govern Customer's use of third-party websites or services.

Customer is solely responsible for ensuring that all data and Personal Data submitted to the Services is submitted lawfully and in compliance with all applicable data protection and privacy laws. Customer must obtain all necessary consents and authorisations prior to submitting any Personal Data to the Services.

Certain aspects of the Services are provided for a fee. If you elect to use paid Services, you agree to the applicable pricing and payment terms published at https://www.chatzy.ai/pricing, as updated by Chatzy from time to time in its sole discretion. Chatzy may add new paid services, and may add or amend fees and charges for existing services, at any time. Unless otherwise stated, all Fees are quoted in Indian Rupees (INR) and all payment obligations are non-cancellable.

ALL FEES PAID ARE STRICTLY NON-REFUNDABLE. You may cancel your Customer Account or Subscription at any time, but no refund will be issued for: any unused portion of a Subscription; any prepaid Fees; any cancellation for any reason; any suspension or termination of your account (whether by you or by Chatzy); or any failure to use the Services. Customer irrevocably waives any right to initiate a chargeback, bank reversal, or payment dispute in respect of any Fees paid, and agrees to indemnify Chatzy against all costs arising from any such claim.

If Chatzy or a third-party service provider offers a free trial, your payment method will be automatically charged on the day the free trial ends or on the day your paid Subscription commences, whichever is later. No notice of free trial expiry will be sent. To avoid being charged, you must cancel your Subscription before midnight (IST) on the last day of the free trial period.

IF YOU SIGN UP FOR A SUBSCRIPTION, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW ON A CONTINUOUS BASIS (MONTHLY OR ANNUALLY, AS APPLICABLE) AT THE THEN-CURRENT FEE FOR THAT SUBSCRIPTION, UNLESS AND UNTIL YOU NOTIFY CHATZY OF CANCELLATION IN WRITING (INCLUDING BY EMAIL TO HELLO@CHATZY.AI OR THROUGH YOUR ACCOUNT SETTINGS). CANCELLATION IS EFFECTIVE FROM THE NEXT BILLING CYCLE FOLLOWING THE DATE CHATZY RECEIVES YOUR NOTICE. YOU AUTHORISE CHATZY AND ITS THIRD-PARTY PAYMENT PROVIDERS TO CHARGE YOUR PAYMENT METHOD ON FILE WITHOUT FURTHER NOTICE.

Chatzy accepts payments through Stripe (https://stripe.com) and PayU (https://payu.in), including major credit/debit cards and UPI. By making a payment, you agree to be bound by the applicable payment processor's terms of service. All payment information you provide must be accurate, current, and complete. You agree to pay all applicable taxes on your Subscription or use of paid Services.

Overdue amounts accrue interest at eighteen percent (18%) per annum from the due date. Chatzy may suspend your access to the Services immediately upon non-payment without notice. Chatzy may also engage debt collection agencies and recover all costs of collection including legal fees.

Each Party agrees to protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a like kind (and in no event less than reasonable care). Neither Party shall disclose the other Party's Confidential Information to any person or entity except to its Affiliates, officers, directors, employees, consultants, and agents who: (a) have a need to know such Confidential Information for the purposes of this Agreement; and (b) are bound by written confidentiality obligations at least as protective as those in this Section. Confidentiality obligations under this Section commence from the date of disclosure and expire five (5) years thereafter; provided, however, that obligations with respect to Confidential Information constituting a trade secret (including Chatzy's algorithms, model architectures, and pricing) shall survive indefinitely.

A Receiving Party may disclose Confidential Information to the minimum extent required to comply with applicable law or a court order, provided it: (a) gives the Disclosing Party prompt prior written notice (to the extent legally permitted); and (b) cooperates reasonably with the Disclosing Party in seeking a protective order. The costs of seeking such protection shall be borne by the Disclosing Party.

Chatzy implements commercially reasonable security measures to protect your personal information. However, no method of electronic transmission or storage is 100% secure, and Chatzy cannot guarantee absolute security. You acknowledge that you provide personal information at your own risk.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATZY, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHATZY DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, OR SECURE; (C) ANY DEFECT OR ERROR WILL BE CORRECTED; (D) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (E) OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE FROM ERRORS OR OFFENSIVE CONTENT; OR (F) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR THIRD-PARTY SYSTEM OR SOFTWARE. USE OF THE SERVICES AND RELIANCE ON OUTPUT IS ENTIRELY AT YOUR OWN RISK.

Chatzy does not endorse, guarantee, or assume responsibility for any product or service offered by a third party through or in connection with the Services. Any dealings between you and third-party providers are solely between you and such providers.

Customer shall defend, indemnify, and hold harmless Chatzy, its Affiliates, subsidiaries, licensors, managers, officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including all legal fees) arising from or related to:

This Agreement commences on the Effective Date and continues for the period of Customer's active Subscription, unless earlier terminated in accordance with this Section.

You may terminate your account or Subscription at any time through your account settings or by written notice to hello@chatzy.ai. Termination does not entitle you to any refund of Fees paid.

Chatzy may terminate or suspend this Agreement and/or your access to the Services at any time, with or without cause, and with or without notice, including where: (a) you breach any provision of this Agreement or any Governing Document; (b) you fail to pay any Fees when due; (c) you become insolvent or subject to insolvency proceedings; (d) continued provision of the Services is prohibited or restricted by applicable law; or (e) Chatzy determines in its sole discretion that termination is appropriate. You will receive no refund upon any termination or suspension.

Upon termination or expiry of this Agreement for any reason: (a) all licences granted to you immediately terminate; (b) you must cease all use of the Services; (c) all outstanding Fees become immediately payable; (d) you may request your data within thirty (30) days of termination, after which Chatzy has no obligation to retain it. You continue to be bound by the provisions of this Agreement that by their nature should survive termination, including Sections 1, 3, 4, 6, 7, 9, 11, 12, and 13.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATZY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST GOODWILL; (C) LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; (D) COST OF SUBSTITUTE GOODS OR SERVICES; (E) DAMAGE TO COMPUTER SYSTEMS, NETWORKS, OR DEVICES; OR (F) ANY OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF CHATZY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CHATZY ASSUMES NO LIABILITY FOR: (A) ERRORS, INACCURACIES, OR OFFENSIVE CONTENT IN AI-GENERATED OUTPUT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICES; (C) UNAUTHORISED ACCESS TO OR USE OF CHATZY'S SERVERS OR PERSONAL DATA STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF THE SERVICES; (E) MALWARE, VIRUSES, OR OTHER HARMFUL COMPONENTS TRANSMITTED THROUGH THE SERVICES BY THIRD PARTIES; OR (F) CONTENT, CONDUCT, OR ACTS OF ANY THIRD PARTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATZY'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO CHATZY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL CHATZY'S LIABILITY EXCEED THE EQUIVALENT OF INR 50,000 (FIFTY THOUSAND INDIAN RUPEES), REGARDLESS OF THE FEES PAID.

The limitations of liability in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the Parties. These limitations apply regardless of whether any limited remedy fails of its essential purpose.

This Agreement is governed by and construed in accordance with the laws of India, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The Services are deemed to be based solely in Delhi, India.

READ THIS SECTION CAREFULLY. IT REQUIRES MANDATORY BINDING ARBITRATION FOR ALL DISPUTES AND LIMITS YOUR ABILITY TO SEEK RELIEF FROM CHATZY.

Any dispute, controversy, or claim arising out of or relating to this Agreement or the Services - including its breach, termination, enforcement, interpretation, or validity - shall be finally and exclusively resolved by binding arbitration before a sole arbitrator appointed by Chatzy in its sole discretion, in accordance with the Indian Arbitration and Conciliation Act, 1996, as amended. The seat and venue of arbitration shall be New Delhi, India. The language of arbitration shall be English.

Before initiating arbitration, you must first contact Chatzy at hello@chatzy.ai and attempt to resolve the dispute informally. If the dispute is not resolved within sixty (60) days of your initial contact, either Party may initiate arbitration. The arbitrator shall have exclusive authority to resolve all threshold arbitrability issues, including questions of unconscionability and enforceability. The arbitrator's decision shall be final, binding, and in writing, and may be enforced in any court of competent jurisdiction.

Notwithstanding the above, Chatzy reserves the right at any time, without prior notice, to seek urgent interim or injunctive relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, trade secrets, or confidential information, without waiving its right to arbitration.

This Agreement, together with the Privacy Policy, AUP, FUP, Platform Guidelines, In-Product Cookie Policy, any DPA, and any applicable Order Forms, constitutes the entire agreement between you and Chatzy concerning the Services, and supersedes all prior agreements, representations, and understandings. Any Customer purchase order or procurement document terms are expressly rejected and are null and void. In the event of any conflict, the following order of precedence shall apply: (1) any applicable Order Form; (2) this Agreement; (3) Governing Documents.

Chatzy reserves the absolute right to modify this Agreement (including any Governing Document) at any time, with immediate effect upon publication at https://www.chatzy.ai/terms. It is your responsibility to review this Agreement periodically. Your continued use of the Services after any modification constitutes unconditional acceptance of the modified terms. No modification of this Agreement by Customer is binding unless in writing and signed by an authorised officer of Chatzy.

This Agreement is personal to you and may not be assigned, novated, or transferred without Chatzy's prior written consent, which Chatzy may withhold in its sole discretion. Any purported assignment without consent is void. Chatzy may freely assign this Agreement and any of its rights and obligations, in whole or in part, without your consent, including in connection with a merger, acquisition, or asset sale.

You shall not export, re-export, or make the Services or any related technology available from or to any jurisdiction where such export or access is prohibited by applicable Indian law or international regulation.

No failure or delay by Chatzy in enforcing any provision of this Agreement shall constitute a waiver. Chatzy's waiver of any particular breach shall not constitute a waiver of any subsequent or different breach.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force. If Section 13 (Class Action Waiver) is found unenforceable with respect to any particular claim, only that specific claim may be removed from arbitration; all other claims remain subject to mandatory arbitration.

All legal notices and formal communications must be in writing. Notices to Chatzy must be sent to: Cybersharp Technology LLP, A-17, First Floor, Sector 65, Noida, UP - 201301, India, with an electronic copy to legal@chatzy.ai, and must be delivered by personal delivery, registered post (return receipt requested), or recognised overnight courier. Routine service communications from Chatzy may be delivered by email to your registered address, by in-platform notification, or by posting on Chatzy's website. You consent to receiving electronic communications from Chatzy and agree that such communications satisfy any applicable legal requirement that communications be in writing.

For questions about this Agreement, please contact us at legal@chatzy.ai.