Chatley AI

Introduction

These Terms of Service ("Terms") govern your access to and use of the Chatley.ai website, applications, products, and services (collectively, the "Services"). Chatley.ai is a product of ForthLogic, a Florida-based company ("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. Dispute Resolution
16. Modifications to Terms
17. General Provisions
18. 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:

• Create a strong password and keep it confidential
• Restrict access to your account to authorized users only
•Notify us immediately of any unauthorized access to your account or any other security breach
• Ensure that you log out from your account at the end of each session when using a shared device

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 conversation platform that enables businesses to create, deploy, and manage AI agents for customer interactions. Our Services include:

• AI agent creation and customization tools
• Natural language processing capabilities
• Integration with third-party platforms
• Analytics and reporting features
• User management tools
• Voice conversation recording and transcription

3.2 Service Delivery Model

We provide our Services as a software-as-a-service (SaaS) offering. This means that the Services are hosted and operated by us and accessed by you 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:

• Pro Plan: $79/month
• Elevate Plan: $179/month
• Premium Plan: $349/month
• Enterprise Plan: Custom pricing with dedicated infrastructure

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

Subscription fees are 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. 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.

4.6 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:

• Use the Services to engage in any unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable conduct
• Upload, transmit, or distribute any content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services
• Use any automated means, including bots, scrapers, or spiders, to access or use the Services, except as expressly permitted by us
• Interfere with or disrupt the integrity, performance, or availability of the Services, or the servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services
• Attempt to reverse engineer, decompile, or disassemble any portion of the Services
• Sell, resell, license, sublicense, distribute, rent, or lease the Services, except as expressly permitted by us
• Use the Services to build a competitive product or service
• Use the Services to send spam, unsolicited messages, or advertising materials
• Remove or alter any proprietary notices or labels on the Services or any content available through the Services
• Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks
• Attempt to circumvent any usage limits, resource allocation policies, or security measures implemented by the Company

5.3 Usage Limits

Your use of the Services may be subject to usage limits, including limits on API calls, storage, concurrent calls, data transfer, or other features 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 according to our current rates. 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 a shared infrastructure where computational resources, including but not limited to concurrent call capacity, API rate limits, and processing power, are allocated among multiple customers to ensure platform stability and optimal performance for all users.

6.2 General Practices and Limits

You acknowledge that the Company may establish general practices and limits concerning use of the Services, including without limitation:

• The maximum number of concurrent voice conversations or AI agent interactions
• The maximum number of API requests per minute, hour, or day
• The maximum period of time that data or other content will be retained by the Services
• The maximum storage space that will be allotted on the Company`'`s servers on your behalf
• The maximum processing time for individual requests
• The maximum file size for uploads
• The maximum duration of individual voice conversations

You agree that the Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that the Company reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that the Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without 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 the Company determines, in its sole discretion, to be excessive, abusive, or detrimental to the platform`'`s performance or other users`'` experience may result in:

• Temporary or permanent throttling of your access
• Temporary suspension of your account
• Termination of your account
• Additional charges for excessive resource consumption

Examples of usage that may be considered excessive or abusive include, but are not limited to:

• Sustained concurrent call volumes that significantly exceed typical usage patterns for your subscription tier
• Automated or scripted API requests designed to circumvent rate limits
• Repeated requests that generate errors or consume excessive processing resources
• Usage patterns that indicate the Services are being used for purposes other than their intended business use

The Company reserves the right to determine what constitutes excessive or abusive usage, in its sole discretion, and to take appropriate action to prevent such usage. The Company also reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

6.4 Enterprise Plans

Enterprise subscription plans may include dedicated infrastructure and custom resource allocations as specified in your Enterprise agreement. The resource allocation and fair use policies in this section apply to the extent specified in your Enterprise agreement.

6.5 Notification and Remediation

If the Company determines that your usage violates this Fair Use Policy, we will make reasonable efforts to notify you and provide an opportunity to remediate the issue before taking action to throttle, suspend, or terminate your account. However, the Company reserves the right to take immediate action without prior notice if we determine, in our sole discretion, that your usage poses an immediate risk to platform stability or other users.

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
You are responsible for reviewing and editing AI-generated content before using it
We do not guarantee the quality, accuracy, or appropriateness of AI-generated content
AI-generated content may reflect biases, limitations, or inaccuracies inherent in the training data and AI models

7.2 Content Ownership

You retain ownership of the inputs you provide to our Services. For AI-generated content:

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
We grant you a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, distribute, and display the AI-generated content for your business purposes

7.3 AI Model Training and Improvement

By using our Services, you acknowledge and consent that we may use anonymized and aggregated data derived from your use of the Services, including conversation transcripts, usage patterns, and performance metrics, to train, improve, and develop our AI models and Services. We will not use your specific personal information or proprietary business data to train models that are made available to other customers without your explicit consent. Enterprise customers may opt out of AI model training by contacting us at ai_legal@chatley.ai.

7.4 Content Restrictions

You agree not to use our Services to generate content that:

Infringes on intellectual property rights
Contains hate speech or promotes discrimination
Promotes illegal activities
Contains sexually explicit material
Is designed to harass, abuse, or harm others
Spreads misinformation or is designed to deceive
Violates any applicable laws or regulations

7.5 Content Monitoring

We reserve the right, but do not assume the obligation, to monitor content generated through our Services. We may remove or refuse to display content that we reasonably believe violates these Terms or applicable laws.

7.6 No Liability for AI Errors

You acknowledge that AI technology is inherently probabilistic and may produce errors, inaccuracies, or inappropriate outputs. The Company disclaims all liability for any damages, losses, or harm 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 for any purpose.

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, suggestions, or ideas regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute 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, whether orally, in writing, or by other means, 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.

9.2 Protection of Confidential Information

Each party agrees to:

• Protect the other party`'`s Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care
• Not use the other party`'`s Confidential Information for any purpose outside the scope of these Terms
• Not disclose the other party`'`s Confidential Information to any third party without prior written consent, except as required by law

9.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of these Terms
• 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 the disclosing party`'`s Confidential Information

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 ("Third-Party Services"). 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 and subject to 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 ("Third-Party Content"). We do not control, endorse, or assume responsibility for any Third-Party Content. You access and use Third-Party Content at your own risk.

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 ai_legal@chatley.ai. If you terminate your subscription, your access to the Services will continue until the end of your current billing cycle, unless otherwise specified.

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
• You fail to pay any fees when due
• We are required to do so by law
• We believe your actions may cause legal liability for you, our users, or us
• We decide to cease providing the Services
• Your usage violates our Resource Allocation and Fair Use Policy

11.3 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• We may delete your account and all associated data
• Any outstanding payment obligations will become immediately due
• Sections of these Terms that, by their nature, should survive termination will survive termination

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, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

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. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the Services or any content obtained through the Services.

12.3 AI-Specific Disclaimers

You acknowledge that AI technology is evolving and imperfect. We specifically disclaim any representation or warranty that:

• The AI-generated content will be error-free, accurate, or reliable
• The AI-generated content will be appropriate for your intended use
• The AI-generated content will not contain biases or reflect the limitations of the training data
• The AI models will produce consistent results for similar inputs
• The Services will be free from errors, bugs, or interruptions
• Voice transcription will be 100% accurate

12.4 Shared Infrastructure Disclaimer

For non-Enterprise plans, you acknowledge that the Services operate on shared infrastructure and that performance may vary based on overall platform usage. We do not guarantee specific performance metrics, response times, or concurrent call capacity for shared plans.

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, UNDER ANY LEGAL THEORY, 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, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

13.2 Cap on Liability

IN NO EVENT WILL THE COMPANY`'`S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES 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.

13.3 Essential Purpose

The limitations of damages set forth above are fundamental elements of the basis of the bargain between the Company and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

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, including any content you submit or contribute
• Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right
• Any claim that your content caused damage to a third party
• Your violation of any applicable laws or regulations
• Any claim arising from AI-generated content that you use or distribute

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 in which you or the Company seeks to bring an individual action in small claims court located in the county of your billing address, or disputes in which you or the Company 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 arising out of or related to these Terms or the Services resolved in court. Instead, 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. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person`'`s claims, and may not otherwise preside over any form of a representative or class proceeding.

15.4 Opt-Out

You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to ai_legal@chatley.ai within 30 days of first accepting these Terms. If you opt out of this arbitration provision, we also will not be bound by it.

16. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. If we make material changes to these Terms, 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

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term. 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 for any reason, such provision will be modified to reflect the parties`'` intention or eliminated 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, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

17.5 No Agency

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect.

17.6 Force Majeure

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

18. CONTACT INFORMATION

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

Email: ai_legal@chatley.ai

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

Terms of Service