Terms of Service

Introduction

These Terms of Service ("Terms") govern your access to and use of the Chatley.ai website, applications, products, and services (collectively, the "Services"). The Services are operated by Chatley AI, Inc., a Delaware corporation ("Company," "we," "our," or "us").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE CERTAIN DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS.

1. Eligibility
2. Account Registration and Security
3. Service Description
4. Subscription Plans and Payment
5. Acceptable Use Policy
6. Resource Allocation and Fair Use Policy
7. AI-Generated Content
8. Intellectual Property Rights
9. Confidentiality
10. Third-Party Services and Content
11. Termination
12. Disclaimers
13. Limitation of Liability
14. Indemnification
15. Governing Law and Dispute Resolution
16. Modifications to Terms
17. General Provisions
18. SMS & Mobile Messaging Terms
19. Contact Information

1. ELIGIBILITY

You must be at least 18 years old and able to form a legally binding contract to use our Services. By using our Services, you represent and warrant that you meet these requirements.

If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" will refer to that entity.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Account Creation

To access certain features of the Services, you must register for an account. When you register, you agree to provide accurate, current, and complete information and to update this information to maintain its accuracy.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

Notify us immediately of any unauthorized access or security breach
Use a strong password and protect credentials from disclosure
Not share your account with others except as permitted by your plan
Ensure that anyone using your account complies with these Terms

We are not responsible for any loss or damage arising from your failure to comply with these security obligations.

2.3 Administrative Users

If you register for an account with administrative privileges, you are responsible for managing user access and ensuring that all users comply with these Terms.

3. SERVICE DESCRIPTION

3.1 AI Conversation Platform

Chatley.ai is an AI-powered voice, chat, and SMS communication platform that enables businesses to create, deploy, and manage AI agents for customer interactions. Our Services include:

AI voice agents, call handling, and telephony integrations you configure
Web chat, messaging, and campaign tools connected to your account
Workflows, analytics, APIs, and integrations available on your plan
Administrative controls for users, permissions, and compliance-related settings

3.2 Service Delivery Model

We provide our Services as a software-as-a-service (SaaS) offering hosted and operated by us and accessed through a web browser or API. For shared subscription plans (Pro, Elevate, and Premium), you acknowledge that infrastructure resources are shared among multiple customers to optimize cost and performance. Enterprise plans may include dedicated infrastructure as specified in your agreement.

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

4. SUBSCRIPTION PLANS AND PAYMENT

4.1 Subscription Plans

We offer various subscription plans with different features, usage limits, and pricing. The specific details of each plan are available on our website at https://chatley.ai/pricing. Current plans include:

Plans and add-ons described on our Pricing page, which may change from time to time
Usage limits, fair-use rules, and feature gates as stated for each tier
Enterprise or custom offerings as set out in an order form or separate agreement

4.2 Free Trial

We may offer a free trial of our Services. At the end of the trial period, you will be automatically charged for the subscription plan you selected unless you cancel before the trial ends.

4.3 Payment Terms

By subscribing to a paid plan, you agree to pay all applicable fees as specified in your subscription plan. All payments are non-refundable except as expressly stated in these Terms or as required by applicable law.

4.4 Billing Cycles

Subscription fees are billed in advance on either a monthly or annual basis, depending on the subscription plan you select. Your subscription will automatically renew at the end of each billing cycle unless you cancel it before the renewal date.

4.5 Price Changes

We reserve the right to change our prices at any time. If we change the fees for your subscription plan, we will provide notice of the change on our website or by email at least 30 days before the change takes effect.

4.6 Taxes

All fees are exclusive of taxes, which we will charge as applicable. You are responsible for paying all taxes associated with your use of the Services.

4.7 Late Payments

If your payment is not successful, we may suspend your access to the Services until we have successfully charged a valid payment method. You remain responsible for any uncollected amounts.

5. ACCEPTABLE USE POLICY

5.1 Compliance with Laws

You agree to use the Services in compliance with all applicable laws, regulations, and third-party rights.

5.2 Prohibited Activities

You agree not to:

Violate any law or infringe others' intellectual property, privacy, or other rights
Reverse engineer, scrape, or probe the Services except as expressly permitted
Transmit malware, spam, or content intended to disrupt or harm the platform or third parties
Misrepresent identity, manipulate billing or usage, or circumvent technical limits
Use the Services to build a competing product without our prior written consent

5.3 Usage Limits

Your use of the Services may be subject to usage limits as specified in your subscription plan. If you exceed these limits, we may throttle your access, temporarily suspend your account, or charge you for excess usage. We will make reasonable efforts to notify you before charging for excess usage.

6. RESOURCE ALLOCATION AND FAIR USE POLICY

6.1 Shared Infrastructure

For non-Enterprise subscription plans (Pro, Elevate, and Premium), you acknowledge that you are using shared infrastructure where computational resources are allocated among multiple customers to ensure platform stability and optimal performance for all users.

6.2 General Practices and Limits

The Company may establish general practices and limits concerning use of the Services, including:

Maximum storage, API rate limits, concurrency, or message volumes per plan
Session length, retention defaults, or archival policies for logs and content
Restrictions on abusive, excessive, or resource-intensive usage patterns
Other limits we reasonably publish in-product, in documentation, or by notice

6.3 Fair Use and Abuse Prevention

The Company reserves the right to monitor usage patterns to ensure fair use of shared resources. Usage that is excessive, abusive, or detrimental to the platform's performance may result in temporary throttling, suspension, or termination of your account.

6.4 Enterprise Plans

Enterprise subscription plans may include dedicated infrastructure and custom resource allocations as specified in your Enterprise agreement.

7. AI-GENERATED CONTENT

7.1 Content Generation

Our Services use artificial intelligence to generate content based on your inputs. You acknowledge that AI-generated content may not always be accurate, complete, or appropriate, and you are responsible for reviewing AI-generated content before using it.

7.2 Content Ownership

You retain ownership of the inputs you provide to our Services. You own the specific outputs generated for you through your use of the Services. We retain ownership of the underlying AI models, algorithms, and systems that generate the content.

7.3 AI Model Training

We do not use your specific personal information, proprietary business data, or conversation transcripts to train foundational AI models. Our core infrastructure providers are contractually prohibited from using Chatley AI customer data for model training. Enterprise customers may contact us at security@chatley.ai for details on our zero-training commitments.

7.4 Content Restrictions

You agree not to use our Services to generate content that infringes on intellectual property rights, contains hate speech, promotes illegal activities, contains sexually explicit material, is designed to harass or harm others, spreads misinformation, or violates any applicable laws or regulations.

7.5 No Liability for AI Errors

You acknowledge that AI technology is inherently probabilistic and may produce errors or inaccuracies. The Company disclaims all liability for any damages arising from your reliance on AI-generated content. You are solely responsible for verifying the accuracy and appropriateness of any AI-generated content before using it.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Our Intellectual Property

The Services, including all content, features, and functionality, are owned by the Company, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 License to Use Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

8.3 Feedback

If you provide us with any feedback or suggestions regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without compensation to you.

8.4 Trademarks

The Chatley.ai name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You may not use such marks without our prior written permission.

9. CONFIDENTIALITY

9.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

9.2 Protection of Confidential Information

Each party agrees to protect the other party's Confidential Information with reasonable care, not use it for any purpose outside the scope of these Terms, and not disclose it to any third party without prior written consent, except as required by law.

10. THIRD-PARTY SERVICES AND CONTENT

10.1 Third-Party Services

The Services may integrate with or enable access to third-party services, applications, or websites. These Third-Party Services may have their own terms of use and privacy policies, and your use of these Third-Party Services will be governed by such terms and policies.

10.2 No Endorsement

We do not endorse, control, or assume responsibility for any Third-Party Services or their content, policies, or practices. You access and use Third-Party Services at your own risk.

10.3 Third-Party Content

The Services may display content from third parties. We do not control, endorse, or assume responsibility for any Third-Party Content. You access and use Third-Party Content at your own risk.

10.4 Third-Party Infrastructure and Subprocessors

Chatley AI, Inc. leverages enterprise-grade third-party infrastructure to deliver its voice AI services. By using the Services, you acknowledge and agree that your data — including voice call data and transcripts — will be processed by our certified infrastructure providers and their networks of subprocessors.

Our voice infrastructure and telephony services are provided by enterprise-certified providers that hold active SOC 2 Type II, HIPAA, and PCI DSS certifications. These providers operate under strict enterprise agreements that prohibit the use of your data for training their foundational AI models. Chatley AI's voice infrastructure runs on a SOC 2 Type II certified platform.

For a complete list of our subprocessors and their legal entities, please visit our Subprocessor Registry at [chatley.ai/subprocessors](https://www.chatley.ai/subprocessors).

While Chatley AI ensures that our primary infrastructure partners maintain rigorous security standards, you remain responsible for ensuring that your specific use of the Services complies with all applicable laws, including obtaining all necessary consents for call recording and data processing in your jurisdiction.

11. TERMINATION

11.1 Termination by You

You may terminate your account and subscription at any time by following the instructions on our website or by contacting us at security@chatley.ai.

11.2 Termination by Us

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms, fail to pay fees when due, or we are required to do so by law.

11.3 Effect of Termination

Upon termination, your right to access and use the Services will immediately cease, we may delete your account and associated data, and any outstanding payment obligations will become immediately due.

12. DISCLAIMERS

12.1 "As Is" and "As Available"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.

12.2 No Guarantee of Results

We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

12.3 AI-Specific Disclaimers

AI technology is evolving and imperfect. We disclaim any representation or warranty that AI-generated content will be error-free, accurate, appropriate, or consistent.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

13.2 Cap on Liability

IN NO EVENT WILL THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your use of the Services, or your violation of any applicable laws or regulations.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

15.2 Arbitration Agreement

Except for small claims disputes or disputes in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and the Company waive your rights to a jury trial and to have any dispute resolved in court. All disputes arising out of or relating to these Terms or the Services will be resolved through confidential binding arbitration in Miami-Dade County, Florida, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services ("JAMS") then in effect.

15.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.4 Opt-Out

You have the right to opt out of the arbitration provisions of this Section by sending written notice to security@chatley.ai within 30 days of first accepting these Terms.

16. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on our website prior to the changes becoming effective. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and the Company regarding your use of the Services.

17.2 Waiver

Our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

17.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms at our sole discretion, without restriction.

17.5 Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, labor disputes, or internet service provider failures.

18. SMS & MOBILE MESSAGING TERMS

When you or your end users opt in to a text message (SMS) campaign operated through the Chatley.ai platform on behalf of one of our business clients, you agree to the following terms.

18.1 Consent and Opt-In

By providing your mobile phone number and opting in, you consent to receive automated and non-automated text messages from the business you are interacting with, including transactional, informational, and marketing content. Consent is not a condition of purchase.

18.2 Program Description

The Chatley.ai platform enables our business clients to send you order updates, appointment reminders, customer service responses, and promotional offers via SMS.

18.3 Message and Data Rates

Message and data rates may apply. Check with your mobile carrier for details on your specific plan.

18.4 Message Frequency

Message frequency will vary depending on your interactions with the business and the specific campaigns you have opted into.

18.5 Opt-Out Instructions

To opt out, text STOP to the number from which you are receiving messages. You will receive a final confirmation message and then no further messages from that number.

18.6 Help Instructions

For assistance, text HELP to the number from which you are receiving messages.

18.7 Support

For questions or support regarding the SMS service, contact us at security@chatley.ai.

19. CONTACT INFORMATION

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

Chatley AI, Inc. 252 NW 29th St Miami, FL 33127

Email: security@chatley.ai

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.