Terms of Service — Chatoly Merchant

These Terms of Service ("Terms") are a binding agreement between you and Chatoly LLC ("Chatoly," "we," "us," or "our") and govern your access to and use of the Chatoly Merchant mobile application (the "App") and the Chatoly platform, dashboard, chat widget, and related services (together, the "Service").

By downloading, accessing, or using the App or the Service, you agree to these Terms and to our Privacy Policy (https://chatoly.com/privacy). If you do not agree, do not use the Service.

1. Definitions

• "Merchant" — the business that subscribes to Chatoly to power customer conversations for its store.
• "You" — the Merchant and/or the individual using the App on the Merchant's behalf.
• "End Customer" — a shopper or visitor who interacts with a Merchant's store or chat.
• "Merchant Content" — data, messages, catalog information, and other content the Merchant provides or that is processed through the Service on the Merchant's behalf, including End Customer data.

2. Eligibility and accounts

• You must be at least 18 years old and able to form a binding contract. If you use the Service for a business, you represent that you are authorized to bind that business to these Terms.
• The App uses Google Sign-In for authentication. You are responsible for maintaining the security of the Google account and device you use to access the App, and for all activity under your account. Notify us promptly of any unauthorized use.
• Access to the App is provisioned by the Merchant/workspace owner. Team access may be granted or revoked by the owner.

3. The Service

Chatoly provides AI-assisted customer-conversation tools. The App lets authorized Merchant users view an inbox of conversations across connected channels (website widget, Instagram, Facebook Messenger, WhatsApp, and email), respond to messages, use AI-generated reply suggestions, organize conversations (tags, notes, status), and receive push notifications. Features may vary by plan and may change over time (see Section 15).

4. Fees, subscriptions, and billing

• The App itself is free to download and use; it contains no in-app purchases or advertising.
• Paid Chatoly plans, add-ons, usage-based charges, and one-time setup services are billed to the Merchant through the Merchant's billing channel (for example, the Shopify Billing system) or as otherwise agreed in writing. Applicable plans, quotas, and prices are presented at the point of purchase and may be updated prospectively.
• Certain plans include monthly usage quotas (for example, a number of AI messages). Usage beyond an included quota may be limited or billed according to the applicable plan or add-on.
• Unless required by law or expressly stated, fees are non-refundable. You are responsible for applicable taxes. Billing is administered through the applicable third-party billing provider, and their terms also apply to payment processing.

5. Merchant responsibilities and acceptable use

You agree that you will:

• use the Service in compliance with all applicable laws and with the terms of any connected platform (including Shopify, Meta/WhatsApp, Google, and Apple);
• maintain your own privacy policy and obtain all notices, consents, and lawful bases required for the End Customer data you collect and process through the Service, including for marketing, messaging, and lead capture;
• be solely responsible for the content of messages you send and for reviewing AI-generated suggestions before sending them;
• keep your account credentials and connected-channel access secure.

You agree that you will not:

• use the Service to send spam or unlawful, harassing, deceptive, infringing, or harmful content;
• violate the messaging, opt-in/opt-out, or anti-spam rules of any channel or jurisdiction (for example, WhatsApp/Meta policies, TCPA, CAN-SPAM, GDPR/ePrivacy);
• attempt to gain unauthorized access to, disrupt, reverse-engineer, scrape, or overload the Service;
• resell, sublicense, or provide the Service to third parties except as expressly permitted;
• use the Service to build a competing product, or use it in violation of any third-party rights.

We may suspend or limit access to protect the Service, comply with law, or address a violation of these Terms.

6. Data protection roles

As between the parties, the Merchant is the controller of End Customer data and Chatoly is the processor, processing Merchant Content only to provide the Service and per the Merchant's instructions and our Privacy Policy (https://chatoly.com/privacy). Where required by applicable data-protection law, the parties will enter into a Data Processing Addendum ("DPA"), which is incorporated by reference where applicable. You are responsible for the accuracy, quality, and legality of Merchant Content and the means by which you acquired it.

7. AI features and disclaimer

The Service uses third-party AI models to generate suggestions, replies, summaries, and related output ("AI Output"). AI Output:

• may be inaccurate, incomplete, or inappropriate, and is provided for your assistance only;
• is not professional advice (legal, financial, medical, or otherwise); and
• must be reviewed by you before it is sent or relied upon. You are solely responsible for any message you send to an End Customer, whether or not it was AI-generated.

We do not warrant that AI Output will be accurate or fit for any particular purpose.

8. Intellectual property

• Our IP. The Service, including all software, models, designs, and content we provide (excluding Merchant Content), is owned by Chatoly or its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the App and Service for your internal business purposes.
• Merchant Content. You retain all rights in Merchant Content. You grant us a worldwide, non-exclusive license to host, process, transmit, and display Merchant Content solely to provide and improve the Service and as described in the Privacy Policy.
• Feedback. If you send us suggestions or feedback, you grant us a perpetual, royalty-free license to use it without restriction.

9. Third-party services

The Service integrates with third parties (including your store platform, connected messaging channels, sign-in, AI, mobile-platform, and cloud providers). Your use of those services is governed by their own terms and privacy policies. We are not responsible for third-party services, and their availability or changes may affect the Service.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUT WILL BE ACCURATE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHATOLY AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $100.

12. Indemnification

You will defend, indemnify, and hold harmless Chatoly from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to your Merchant Content, your use of the Service, your violation of these Terms, or your violation of any law or third-party right (including End Customer privacy or messaging-consent rights).

13. Term and termination

• These Terms apply while you use the Service.
• You may stop using the Service at any time, uninstall the App, or ask the Merchant owner to remove your access.
• We may suspend or terminate your access if you breach these Terms, if required by law, or if we discontinue the Service.
• On termination, your license to use the Service ends. Sections that by their nature should survive (including Sections 6-12 and 14) will survive. Data handling after termination is described in the Privacy Policy (https://chatoly.com/privacy).

14. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws rules. The state and federal courts located in Wyoming will have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction.

15. Changes to the Service and these Terms

We may modify the Service or these Terms from time to time. If we make material changes to these Terms, we will update the "Last updated" date and provide reasonable notice where appropriate. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

16. App-store terms

You must also comply with the terms of the app store from which you obtained the App (Google Play and, if applicable, the Apple App Store). Where those app-store terms require specific provisions, they are incorporated by reference. The relevant app-store provider is not a party to these Terms and is not responsible for the App or the Service.

17. Miscellaneous

• Entire agreement. These Terms, the Privacy Policy, and any DPA or order form constitute the entire agreement between you and us regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Our failure to enforce a provision is not a waiver.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
• Notices. We may provide notices through the App or by email. You may contact us as below.

18. Contact