Terms of Service

PLEASE READ THESE TERMS OF SERVICE ("TERMS" OR "AGREEMENT") CAREFULLY BEFORE USING THE SERVICE. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND IOXO SOFTWARE ("COMPANY," "WE," "US," OR "OUR").

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE CHATFORGE PLATFORM LOCATED AT CHATFORGE.APP AND RELATED WEBSITES, APIS, WIDGETS, AND SERVICES (COLLECTIVELY, THE "SERVICE"), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST NOT USE THE SERVICE.

1. Definitions

• "User," "you," or "your" means the individual or entity accessing or using the Service.
• "User Content" means any documents, files, text, URLs, Q&A pairs, response rules, business profile information, or other materials uploaded, submitted, or provided by you to or through the Service.
• "End User" means a visitor to your website or application who interacts with a ChatForge-powered chatbot widget.
• "AI Output" means any text, responses, or content generated by the Service using artificial intelligence models based on your User Content.
• "Widget" means the embeddable JavaScript chatbot component provided by the Service for integration into your website.

2. Eligibility

You must be at least eighteen (18) years of age (or the age of majority in your jurisdiction, whichever is greater) to use the Service. By using the Service, you represent and warrant that you meet this age requirement. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" shall refer to both you individually and the organization.

3. Account Registration and Security

To use certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration and keep it updated.
• Maintain the confidentiality and security of your account credentials.
• Accept responsibility for all activities that occur under your account.
• Notify us immediately at ioxosoftware+chatforge@gmail.com if you suspect unauthorized access to your account.

We reserve the right to suspend or terminate accounts that contain inaccurate information or that we reasonably believe are being used in violation of these Terms. You may not create multiple free accounts to circumvent usage limits.

4. Description of Service

ChatForge is a software-as-a-service (SaaS) platform that enables Users to create AI-powered chatbots trained on their own documents and custom configurations. The Service includes, but is not limited to: document upload and processing, Retrieval-Augmented Generation (RAG) for response generation, Q&A pair and response rule management, business profile configuration, widget customization and hosting, lead capture functionality, conversation analytics, and embed code generation. The specific features and limits available to you depend on your subscription plan.

5. Subscription Plans, Billing, and Payment

5.1 Plans and Pricing

ChatForge offers the following plans: Free ($0/month), Starter ($24/month), Pro ($49/month), and Business ($99/month). Each plan includes specific limits on the number of chatbots, documents, Q&A pairs, monthly messages, and other resources as described on the Pricing page. We reserve the right to modify plan features, pricing, and limits at any time with at least thirty (30) days' prior written notice.

5.2 Billing

• Paid subscriptions are billed on a recurring monthly basis from the date of initial subscription.
• All fees are stated in U.S. dollars and are exclusive of applicable taxes.
• You are responsible for all applicable taxes, duties, and government levies arising from your use of the Service.
• Payments are processed through Stripe, Inc. By providing payment information, you authorize us to charge the applicable fees to your payment method.

5.3 Upgrades and Downgrades

• Upgrades take effect immediately. You will be charged the prorated difference for the remainder of the current billing period.
• Downgrades take effect at the beginning of the next billing period. If your current usage exceeds the limits of the new plan, you may be required to reduce usage before the downgrade takes effect.

5.4 Cancellation and Refunds

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until the end of your paid period. ALL FEES ARE NON-REFUNDABLE, except where required by applicable law. No refunds or credits will be issued for partial months of service, unused features, or unused portions of your subscription.

5.5 Failed Payments

If a payment fails, we will attempt to charge your payment method again. If payment is not received within seven (7) days, we may suspend your access to paid features. If payment is not received within thirty (30) days, we may downgrade your account to the Free plan. We are not liable for any loss of data or functionality resulting from account suspension or downgrade due to non-payment.

6. Usage Limits and Fair Use

Each subscription plan includes specific resource limits. If you exceed your plan limits:

• Additional messages may be throttled, queued, or blocked until the next billing cycle.
• We will make reasonable efforts to notify you when you approach your usage limits.
• We reserve the right to suspend or restrict access to prevent abuse or excessive usage that negatively impacts the Service for other users.

You agree not to circumvent or attempt to circumvent usage limits by any means, including creating multiple accounts, automated scripting, or other methods designed to exceed your plan's allocation.

7. User Content: Ownership, License, and Responsibility

7.1 Ownership

You retain all ownership rights in and to your User Content. Nothing in these Terms transfers ownership of your User Content to us.

7.2 License Grant to Us

By uploading User Content to the Service, you grant us a non-exclusive, worldwide, royalty-free, sublicensable (solely to our service providers and sub-processors), and limited license to access, use, process, store, reproduce, modify, and display your User Content solely to the extent necessary to provide, maintain, improve, and protect the Service. This license terminates when you delete your User Content or your account, except as required for backup retention described in our Privacy Policy.

7.3 Your Representations and Warranties Regarding User Content

You represent and warrant that:

• You own or have obtained all necessary rights, licenses, consents, and permissions to upload, submit, and use the User Content in connection with the Service.
• Your User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, rights of privacy, rights of publicity, or other proprietary rights.
• Your User Content does not violate any applicable law, regulation, or ordinance.
• Your User Content does not contain any material that is defamatory, obscene, harassing, threatening, or otherwise objectionable.
• Your User Content does not contain viruses, malware, or other harmful code.

7.4 Content Responsibility

You are solely responsible for the accuracy, quality, legality, and appropriateness of all User Content. We do not pre-screen, monitor, edit, or control User Content, and we disclaim all liability in connection with User Content. We reserve the right, but have no obligation, to remove or disable access to any User Content that we determine, in our sole discretion, violates these Terms.

8. Artificial Intelligence: Disclaimers and Limitations

THE SERVICE UTILIZES THIRD-PARTY ARTIFICIAL INTELLIGENCE (AI) MODELS TO GENERATE CHATBOT RESPONSES. BY USING THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

• No Guarantee of Accuracy: AI Output may be inaccurate, incomplete, misleading, biased, or entirely fabricated ("hallucinations"). While our RAG architecture is designed to ground responses in your User Content, we do not and cannot guarantee the accuracy, reliability, completeness, or fitness of any AI Output for any particular purpose.
• Not Professional Advice: AI Output does not constitute legal, medical, financial, tax, professional, or any other form of advice. You should not rely on AI Output as a substitute for professional consultation.
• Your Responsibility: You are solely responsible for reviewing, verifying, and monitoring all AI Output generated by your chatbot(s). You are responsible for any consequences arising from your or your End Users' reliance on AI Output.
• Third-Party Models: We rely on third-party AI providers whose models, performance, availability, and policies are outside our control. Changes to third-party models may affect the quality, consistency, or availability of AI Output without prior notice.
• No Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL LIABILITY FOR ANY LOSS, DAMAGE, OR HARM ARISING FROM AI OUTPUT, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM INACCURATE INFORMATION, DECISIONS MADE BASED ON AI OUTPUT, OR RELIANCE ON AI OUTPUT BY YOU OR YOUR END USERS.

9. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law, regulation, or ordinance.
• Infringe or misappropriate the intellectual property rights, privacy rights, or other rights of any third party.
• Upload, transmit, or distribute content that is unlawful, defamatory, obscene, harassing, threatening, abusive, hateful, discriminatory, or otherwise objectionable.
• Engage in or facilitate fraud, deception, phishing, social engineering, or impersonation.
• Send, distribute, or facilitate the sending of unsolicited commercial communications (spam).
• Upload or transmit viruses, worms, Trojan horses, ransomware, or other malicious code.
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service.
• Scrape, crawl, or use automated means to access the Service in a manner that exceeds reasonable use or circumvents usage limits.
• Interfere with, disrupt, or place an undue burden on the Service or its infrastructure.
• Resell, redistribute, sublicense, or provide access to the Service to third parties without our prior written consent.
• Use the Service to develop a competing product or service.
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices.
• Use the Service to process, store, or transmit protected health information (PHI) subject to HIPAA without a separate Business Associate Agreement.

We reserve the right to investigate, suspend, or terminate your account and take appropriate legal action for any violation of this Acceptable Use Policy.

10. Intellectual Property Rights

10.1 Our Intellectual Property

The Service, including all software, code, algorithms, designs, text, graphics, logos, trademarks, service marks, trade names, and other content and materials provided by us (collectively, "Company IP"), is owned by or licensed to Ioxo Software and is protected by applicable intellectual property and proprietary rights laws. These Terms grant you no right, title, or interest in any Company IP except as expressly set forth herein.

10.2 Limited License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription.

10.3 Feedback

If you provide us with suggestions, ideas, improvements, feature requests, or other feedback ("Feedback"), you hereby irrevocably assign to us all right, title, and interest in and to such Feedback. We may use, implement, modify, and commercialize Feedback without restriction, attribution, or compensation to you.

11. DMCA and Copyright Infringement

We respect the intellectual property rights of others. If you believe that User Content available through the Service infringes your copyright, you may submit a notice of claimed infringement to our designated copyright agent at ioxosoftware+chatforge@gmail.com including:

• A physical or electronic signature of the copyright owner or authorized agent.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material claimed to be infringing, with sufficient detail for us to locate it.
• Your contact information (name, address, telephone number, email).
• A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

12. Your Obligations Regarding End Users

When you embed the ChatForge widget on your website, you act as the data controller for any personal information collected from End Users. You are solely responsible for:

• Providing End Users with legally adequate privacy notices disclosing the use of AI-powered chat and data collection.
• Obtaining all necessary consents from End Users as required by applicable privacy laws (including GDPR, CCPA, and any other applicable data protection regulations).
• Complying with all applicable laws regarding the collection, storage, and use of End User data, including lead capture data.
• Responding to End User rights requests (access, deletion, portability, etc.) in accordance with applicable law.
• Ensuring that your chatbot does not provide responses that could constitute unauthorized legal, medical, financial, or other professional advice to End Users.

13. Service Availability and Modifications

13.1 Availability

We strive to maintain high availability of the Service but do not guarantee that the Service will be uninterrupted, timely, secure, or error-free. The Service may be subject to interruptions due to maintenance, updates, system failures, third-party service outages, force majeure events, or other circumstances beyond our reasonable control.

13.2 Modifications

We reserve the right to modify, update, suspend, or discontinue any aspect of the Service (including features, functionality, and third-party integrations) at any time, with or without notice. We will make reasonable efforts to notify you of material changes that adversely affect your use of the Service. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

14. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY AI OUTPUT, INFORMATION, OR CONTENT PROVIDED THROUGH THE SERVICE.
• WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Exclusion of Consequential Damages: IN NO EVENT SHALL IOXO SOFTWARE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Aggregate Liability Cap: THE TOTAL CUMULATIVE LIABILITY OF THE COMPANY PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU ACTUALLY PAID TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
• Basis of the Bargain: THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN YOU AND US AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN US. THE SERVICE WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

16. Indemnification

You agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of the Service; (b) your User Content, including any claim that your User Content infringes or misappropriates any third-party intellectual property or other rights; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; (e) any AI Output generated by your chatbot(s) and any reliance on or consequences of such output by you or your End Users; (f) your collection, use, or processing of End User data; or (g) any dispute between you and your End Users. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

17. Dispute Resolution and Arbitration

17.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at ioxosoftware+chatforge@gmail.com and attempt to resolve the dispute informally for at least thirty (30) days.

17.2 Binding Arbitration

If the dispute is not resolved informally, you and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the determination of the scope or applicability of this agreement to arbitrate) shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the State of Utah, United States (or remotely via video conference at the arbitrator's discretion). The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.

17.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

17.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or other proprietary rights.

18. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law provisions. To the extent that any action is permitted to be brought in court (as opposed to arbitration), you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Utah County, Utah, United States.

19. Termination

19.1 Termination by You

You may terminate your account at any time by deleting it through your account settings or by contacting us. Termination does not entitle you to any refund of prepaid fees.

19.2 Termination by Us

We may suspend or terminate your account and access to the Service immediately, without prior notice or liability, if: (a) you breach any provision of these Terms; (b) we are required to do so by law; (c) we discontinue the Service; or (d) we determine, in our sole discretion, that your use of the Service poses a risk to the Service, other users, or third parties.

19.3 Effect of Termination

Upon termination, your right to access the Service ceases immediately. We will delete your data in accordance with our Privacy Policy. Sections that by their nature should survive termination shall survive, including but not limited to: Sections 7 (User Content), 8 (AI Disclaimers), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 17 (Dispute Resolution), 18 (Governing Law), and this Section 19.3.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and us regarding the Service and supersede all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

20.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of the Company.

20.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

20.5 Force Majeure

We shall not be liable for any delay or failure to perform any obligation under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, third-party service outages, or cyberattacks.

20.6 Notices

We may provide notices to you via email (to the address associated with your account), through the Service, or by posting on our website. You may provide notices to us at the contact information below. Notices are deemed received upon delivery by email or upon posting on the Service.

20.7 Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide at least thirty (30) days' notice via email or prominent notice on the Service before the changes take effect. Your continued use of the Service after the effective date of the modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Service and cancel your account.

21. Contact Information

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