Terms of Service
Last updated: March, 2026
Agreement Overview
These Terms of Service (the "Agreement") govern your receipt, access to, and use of the services provided by ChatFlow Inc. ("ChatFlow"). By (a) purchasing access to the Service through an online ordering process that references this Agreement, (b) signing up for a free or paid access plan for the Service via a platform that references this Agreement, or (c) clicking a box indicating acceptance, you agree to be bound by the terms of this Agreement. The individual accepting this Agreement does so on behalf of a company or other legal entity ("Customer"); such individual represents and warrants that they have the authority to bind such entity and its affiliates to this Agreement. If the individual accepting this Agreement does not have such authority, or if the entity does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the services. Capitalized terms have the meanings set forth herein. The parties agree as follows:
1. The Service
1.1 Service Description
ChatFlow owns and provides a cloud-based artificial intelligence platform offering AI-powered chat agents for customer support, sales, and user engagement (the "Service"). Anything the Customer (including Users) configures, customizes, uploads, or otherwise contributes through the Service is considered a "User Submission." The Customer is solely responsible for all User Submissions provided to the Service. Additional terms regarding User Submissions, including ownership, are outlined in Section 8.2 below. The Service may include templates, documentation, scripts, and other supporting materials to assist the Customer in using the Service ("ChatFlow Content"). Customers will not receive or have access to the underlying source code or software of the Service (the "Software"), nor receive a copy of the Software itself.
1.2 Customer's Subscription
Subject to the terms of this Agreement, the Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through ChatFlow's website or service portal that reference this Agreement and describe the applicable business terms ("Order(s)"). All subscriptions are for the period described in the applicable Order ("Subscription Period"). Access to and use of the Service is permitted only for individuals authorized by the Customer, solely for the Customer's own internal business purposes and not for the benefit of any third party ("Users").
1.3 ChatFlow's Ownership
ChatFlow owns the Service, Software, ChatFlow Content, Documentation, and anything else provided by ChatFlow to the Customer (collectively, the "ChatFlow Materials"). ChatFlow retains all rights, title, and interest (including all intellectual property rights) in and to the ChatFlow Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by ChatFlow.
1.4 Permissions
The Service includes customizable settings that allow Users to grant permissions to other Users to perform various tasks within the Service ("Permissions"). It is solely the Customer's responsibility to set and manage all Permissions, including determining which Users may configure such Permissions. Accordingly, ChatFlow has no responsibility for managing Permissions and no liability for Permissions set by the Customer or its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants that it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the Service is used by the Customer or its Affiliates. Any claim by an Affiliate against ChatFlow must be brought by the Customer, not the Affiliate. An "Affiliate" of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where "control" means ownership of more than fifty percent (50%) of the voting shares or other equity interests.
2. Restrictions
2.1 Customer's Responsibilities
The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure that its Users are aware of and comply with the obligations and restrictions in this Agreement, and the Customer bears responsibility for any breaches by a User.
2.2 Use Restrictions
The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by applicable law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove or obscure any proprietary notices from the Service; (e) use the Service in violation of any applicable laws or regulations; (f) attempt to gain unauthorized access to or disrupt the Service; (g) use the Service to develop or support products that compete with ChatFlow; or (h) test the vulnerability of the Service without prior written authorization from ChatFlow. If the Customer's use of the Service materially harms ChatFlow or the security or integrity of the Service, ChatFlow may suspend access, taking reasonable steps to notify the Customer and work to resolve the issue promptly.
2.3 API Access Restrictions
ChatFlow may provide access to APIs as part of the Service. ChatFlow reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. ChatFlow may also suspend or terminate API access at any time with reasonable notice.
3. Third-Party Services
The Service may interface with third-party products, services, or applications not owned or controlled by ChatFlow ("Third-Party Services"). Customers may choose to use these Third-Party Services in conjunction with our Service. Where integration requires it, Customers will be responsible for providing relevant credentials to ChatFlow solely for the purpose of enabling the Service. Customers affirm that they have the authority to share such information without violating any terms governing their use of the Third-Party Services. ChatFlow does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not govern the use of Third-Party Services, and separate agreements with those providers may be required. ChatFlow expressly disclaims all representations and warranties regarding Third-Party Services. Any warranty claims or disputes related to Third-Party Services must be directed to the applicable provider. Use of Third-Party Services is at the Customer's own risk. ChatFlow shall not be liable for any issues arising from the use or inability to use Third-Party Services.
4. Financial Terms
4.1 Fees
Customers are required to pay for access to and use of the Service as detailed in the applicable Order ("Fees"). All Fees will be charged in the currency stated in the Order or, if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. ChatFlow reserves the right to modify its Fees or introduce new fees at its discretion. Customers may choose not to renew their subscription if they disagree with any revised Fees.
4.2 Payment
ChatFlow, either directly or through its third-party payment processor ("Payment Processor"), will bill the Customer for Fees using the credit card or ACH payment information provided by the Customer. ChatFlow reserves the right to charge the Customer's payment method for all services provided under the applicable Order, including recurring Fees. It is the Customer's responsibility to ensure that ChatFlow has current and accurate payment information. Failure to provide accurate information may result in suspension of access to the Service. ChatFlow also reserves the right to offset any Fees owed by the Customer. If the Customer pays through a Payment Processor, such transactions will be subject to the Payment Processor's terms, conditions, and privacy policies in addition to this Agreement. ChatFlow is not responsible for errors or omissions by the Payment Processor. If recurring charges are authorized by the Customer through acceptance of an Order, they will be automatically applied to the Customer's payment method without further authorization until the Customer terminates this Agreement or updates their payment method.
4.3 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If ChatFlow is obligated to pay or collect Taxes for which the Customer is responsible, ChatFlow will invoice the Customer accordingly, unless the Customer provides a valid tax exemption certificate beforehand. For clarity, ChatFlow is solely responsible for taxes based on its own income, property, and employees.
4.4 Failure to Pay
If a Customer fails to pay any Fees when due, ChatFlow may suspend access to the Service until overdue amounts are paid in full. ChatFlow is authorized to attempt charging the Customer's payment method multiple times if an initial charge is unsuccessful. If a Customer believes they have been incorrectly billed, they must contact ChatFlow within sixty (60) days from the first billing statement showing the alleged error to request an adjustment or credit. Upon receiving a dispute notice, ChatFlow will review the matter and provide a written decision, including supporting evidence. If it is determined that the billed amounts are valid, the Customer must pay within ten (10) days of receiving ChatFlow's written decision.
5. Term and Termination
5.1 Agreement Term and Renewals
Subscriptions commence on the start date specified in the applicable Order ("Subscription Start Date") and continue for the duration of the Subscription Period. Customers may opt not to renew their Subscription Period by notifying ChatFlow (provided that ChatFlow confirms such cancellation in writing) or by modifying their subscription through the Customer's account settings within the Service. This Agreement takes effect on the first day of the Subscription Period and remains in effect for the duration thereof, including any renewals and any period during which the Customer is using the Service, even if not under a paid Order ("Term"). Termination of this Agreement by either party will automatically terminate all associated Orders. If a Customer cancels or chooses not to renew their paid subscription, their account will be automatically downgraded to a limited version of the Service offered to unpaid subscribers ("Free Version"). Should this Agreement be terminated by either party, or should the Customer delete its workspace within the Service, access to the Free Version will also be revoked.
5.2 Termination
Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days of receipt of notice. ChatFlow may terminate a Customer's access to the Free Version at any time upon notice.
5.3 Effect of Termination
If the Customer terminates this Agreement due to an uncured breach by ChatFlow, ChatFlow will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If ChatFlow terminates this Agreement due to an uncured breach by the Customer, the Customer will remain obligated to pay any unpaid Fees covering the remainder of the then-current Subscription Period. No termination will relieve the Customer of the obligation to pay Fees accrued before the effective date of termination. Upon termination, all rights and licenses granted by ChatFlow will cease immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, upon the Customer's request, or upon deletion of the Customer's workspace, ChatFlow will delete the Customer's User Information, including passwords, files, and submissions, unless earlier deletion is requested in writing. For Customers using the Free Version, ChatFlow may retain User Submissions and User Information to facilitate continued use. ChatFlow may delete all User Submissions and User Information if an account remains inactive for more than one (1) year.
5.4 Survival
The following sections will survive any termination or expiration of this Agreement: "ChatFlow's Ownership," "Third-Party Services," "Financial Terms," "Term and Termination," "Warranty Disclaimer," "Limitation of Liability," "Confidentiality," "Data," and "General Terms."
6. Warranties and Disclaimers
6.1 Warranties
Customers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations.
6.2 Warranty Disclaimer
Except as expressly stated herein, the Services and all related components and information are provided on an "as is" and "as available" basis without any warranties of any kind. ChatFlow expressly disclaims any and all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Customers acknowledge that ChatFlow does not warrant that the Services will be uninterrupted, timely, secure, or error-free. Some jurisdictions do not allow the disclaimer of certain warranties, so the foregoing disclaimers may not apply to the extent prohibited by law.
7. Limitation of Liability
Notwithstanding any provision to the contrary, ChatFlow will not be liable for any indirect, special, incidental, consequential, or punitive damages arising out of or related to the use of, access to, interruption of, delay in, or inability to use the Service, including lost revenues or profits, loss of business or goodwill, data corruption, or system failures, regardless of the legal theory under which such damages are sought. Further, ChatFlow's total cumulative liability to the Customer will not exceed the total fees paid or payable by the Customer for the Service during the twelve (12) months prior to the event giving rise to the claim. These limitations apply regardless of whether ChatFlow has been advised of the possibility of such damages and notwithstanding any failure of the essential purpose of any limited remedy.
8. Confidentiality
8.1 Definition
Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") may share business, technical, or financial information about the Disclosing Party's operations that, given the nature of the information and the circumstances of disclosure, is reasonably considered confidential ("Confidential Information"). For ChatFlow, Confidential Information includes non-public details about the features, functionality, and performance of the Service. For Customers, Confidential Information includes User Information and User Submissions. This Agreement, along with all related Orders, constitutes Confidential Information of both parties. Confidential Information does not include information that: (a) becomes publicly available through no breach of any duty owed to the Disclosing Party; (b) was known to the Receiving Party before disclosure without breaching any duty; (c) is received from a third party without breaching any duty; or (d) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
8.2 Protection and Use of Confidential Information
The Receiving Party must: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable standard of care; (b) restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors ("Representatives") who require access in connection with this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein; (c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly permitted herein; and (d) use Confidential Information solely to fulfill its obligations under this Agreement. This does not prevent either party from sharing the terms of this Agreement or the other party's name with potential investors or acquirers under standard confidentiality terms.
8.3 Compelled Disclosure
If required by law, the Receiving Party may disclose the Disclosing Party's Confidential Information, provided that it gives the Disclosing Party advance written notice (where legally permissible) and offers reasonable assistance, at the Disclosing Party's expense, should the Disclosing Party wish to contest such disclosure.
8.4 Feedback
Customers may occasionally provide feedback, suggestions, or ideas regarding the Service ("Feedback"). ChatFlow may choose to incorporate such Feedback into its products or services at its sole discretion. By submitting Feedback, Customers grant ChatFlow a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and otherwise exploit any Feedback without restriction or obligation, except that ChatFlow will not identify the Customer as the source of such Feedback without prior consent.
9. Data
9.1 User Information
Customers and their Users must provide information such as names, email addresses, usernames, IP addresses, browser type, and operating systems ("User Information") in order to access and use the Service. Customers authorize ChatFlow and its subcontractors to store, process, and retrieve User Information as necessary to provide the Service. Customers represent and warrant that they have all necessary rights to provide User Information to ChatFlow for processing as described in this Agreement. Customers are responsible for their User Information and for any unauthorized use of their credentials.
9.2 User Submissions
Customers grant ChatFlow a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely as necessary to provide the Service. Beyond the rights granted herein, Customers retain all rights to their User Submissions, and no implied licenses are granted under this Agreement.
9.3 Service Data
ChatFlow collects data on the performance and operation of the Service ("Service Data") as Customers use it. Where Service Data is aggregated and anonymized, without identifying any personal information, ChatFlow may use such data freely to improve and develop its products. ChatFlow owns all rights to Service Data but will not identify Customers or Users as its source.
9.4 Data Protection
ChatFlow maintains reasonable administrative, technical, and physical security measures to protect Customer Data, including User Submissions and User Information. Notwithstanding the foregoing, Customers are responsible for securing their own systems and data. ChatFlow processes all Customer Data in accordance with its Data Processing Agreement.
10. General Terms
10.1 Publicity
With prior written consent from the Customer, ChatFlow may identify the Customer as a user of the Service and display the Customer's name, logo, trademarks, or service marks on ChatFlow's website and in its marketing materials. This will be used solely to illustrate ChatFlow's customer base and will not compromise any confidential information or privacy rights of the Customer.
10.2 Force Majeure
ChatFlow shall not be liable for any failure or delay in performing its obligations under this Agreement caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, labor disputes (excluding those involving ChatFlow's own employees), riots, fires, natural disasters, wars, terrorism, or governmental actions. Such circumstances excuse ChatFlow from liability arising from events that prevent it from fulfilling its service obligations.
10.3 Changes
ChatFlow acknowledges that its Service is a continuously evolving, subscription-based product. To improve the customer experience, ChatFlow reserves the right to modify the Service; however, ChatFlow commits to not materially reducing the core functionality provided to Customers during an active Subscription Period. ChatFlow may also modify the terms of this Agreement, provided that Customers are notified at least thirty (30) days before such changes take effect, with changes posted prominently on the ChatFlow website.
10.4 Relationship of the Parties
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between ChatFlow and the Customer. Both parties are independent contractors, each maintaining their respective operations and autonomy while cooperating under the terms of this Agreement.
10.5 No Third-Party Beneficiaries
This Agreement is solely between ChatFlow and the Customer. It is not intended to confer any benefit upon, nor shall any third party have the right to enforce, any of its terms. The obligations and benefits of this Agreement are limited to the parties involved.
10.6 Email Communications
Notices under this Agreement will be communicated via email, although ChatFlow may also choose to provide notices through the Service itself. Notices to ChatFlow must be directed to the designated email address provided by ChatFlow, while notices to Customers will be sent to the email addresses provided through the Service. Notices are considered delivered the next business day after being sent by email, or the same day if delivered through the Service.
10.7 Amendments and Waivers
No modification to this Agreement will be effective unless made in writing and acknowledged by authorized representatives of both parties. Neither party's delay or failure to exercise any right under this Agreement will constitute a waiver of that right. Any waiver must be in writing and signed by the party granting it.
10.8 Severability
Should any provision of this Agreement be found unlawful or unenforceable by a court of competent jurisdiction, it will be modified to the minimum extent necessary to make it lawful and enforceable, while the remaining provisions continue in full force and effect. This clause ensures the Agreement remains operational even if individual provisions are modified or removed.
10.9 Assignment
Neither party may assign or delegate its rights or obligations under this Agreement without the other party's prior written consent, except that ChatFlow may do so without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any unauthorized assignment will be void. This Agreement binds and benefits the parties, their successors, and permitted assigns.
10.10 Governing Law and Venue
This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, USA, excluding its conflict of laws principles. Any disputes arising under this Agreement will be resolved exclusively in the state or federal courts located in Denver, Colorado, and both parties consent to the personal jurisdiction and venue of such courts. Each party waives any right to a jury trial with respect to disputes arising under this Agreement. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable costs and attorneys' fees.
10.11 Entire Agreement
This Agreement, together with any referenced documents and Orders, constitutes the entire agreement between ChatFlow and the Customer with respect to its subject matter, and supersedes all prior and contemporaneous discussions, agreements, and understandings of any nature between the parties.