Chai — Terms of Service
⚠️ TEMPLATE — NOT LEGAL ADVICE. This is an AI-generated starting draft, not a finished legal document and not a substitute for a lawyer. Have it reviewed by an attorney licensed in your jurisdiction before publishing or relying on it — particularly the liability, indemnification, data-protection, and dispute-resolution sections, and anything touching HR/employee data or the insurance industry. Replace every [BRACKETED] placeholder before use.
Effective date: [DATE] Last updated: [DATE]
These Terms of Service ("Terms") are a binding agreement between [COMPANY LEGAL NAME], a [STATE] [entity type, e.g. limited liability company] ("Chai," "we," "us," "our"), and the individual or entity that accesses or uses the Services ("Customer," "you," "your").
By creating an account, clicking "I agree," or accessing or using the Services, you agree to these Terms. If you are agreeing on behalf of a company or other organization, you represent that you have authority to bind it, and "you" means that organization. If you do not agree, do not access or use the Services.
1. The Services
1.1 What the Services are. "Services" means the Chai software offerings — including Chai-CRM, Chai-HR, the Chai-Hub website, and any related applications, features, APIs, and support we make available — provided on a subscription basis.
1.2 No professional advice. The Services are software tools only. They do not provide, and are not a substitute for, insurance, legal, regulatory, compliance, tax, accounting, financial, or human-resources advice. Any templates, calculations, reports, reminders, or outputs are provided for convenience and may contain errors. You are solely responsible for your own business, employment, and regulatory decisions and for verifying any output before relying on it.
1.3 Changes to the Services. We may add, change, suspend, or remove features at any time. We may also impose or change usage limits.
2. Accounts & Eligibility
2.1 You must be at least 18 years old and capable of forming a binding contract.
2.2 You must provide accurate, current account information and keep it updated.
2.3 You are responsible for your account and all activity under it, including the acts and omissions of your users, administrators, and anyone you grant access. Keep credentials confidential; notify us promptly at [SECURITY/CONTACT EMAIL] of any suspected unauthorized access. We are not liable for losses arising from compromised, shared, or misused credentials.
3. Customer Data & Your Responsibilities
3.1 Your data is yours. As between you and Chai, you retain all rights to the data, records, and content you or your users submit to the Services ("Customer Data"). You grant Chai a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Services and as otherwise permitted by these Terms.
3.2 You are solely responsible for Customer Data, including its accuracy, quality, legality, and reliability, and for having all rights, consents, and notices required to collect it and put it into the Services. This expressly includes personal information about your employees, clients, prospects, and other third parties (for example, records entered into Chai-HR or Chai-CRM).
3.3 Compliance is your responsibility. You are responsible for using the Services in compliance with all laws and regulations that apply to you, including without limitation insurance laws and licensing rules, employment and labor laws, wage-and-hour and payroll rules, anti-spam and telemarketing laws (e.g., CAN-SPAM, TCPA), and data-protection and privacy laws. You will not use the Services in any way that would cause Chai to violate any such law.
3.4 Backups. You are responsible for maintaining your own copies of Customer Data. While we take reasonable measures to protect data, we do not guarantee against loss, and you should regularly export and retain your own backups.
3.5 Access controls. You are responsible for configuring roles, permissions, and sharing correctly, and for the actions of the users you authorize.
4. Acceptable Use
You will not, and will not permit anyone to: (a) use the Services unlawfully or to store or transmit unlawful, infringing, defamatory, or harmful material; (b) upload malware or interfere with or disrupt the Services or their security; (c) attempt to gain unauthorized access to any system, data, or account; (d) reverse engineer, decompile, or attempt to derive source code, except as permitted by law; (e) resell, sublicense, or provide the Services to third parties except as expressly authorized; (f) use the Services to build a competing product; or (g) exceed usage limits or use the Services in a way that overburdens our infrastructure. We may investigate and suspend or terminate access for suspected violations, with or without notice.
5. Fees & Payment
5.1 Subscription fees, billing frequency, and plan details are as presented at purchase or in an order. You authorize us and our payment processor to charge your payment method for all applicable fees.
5.2 Payment processing is handled by Stripe and is subject to Stripe's terms. We do not store full payment-card numbers.
5.3 Fees are non-refundable except where required by law or expressly stated in writing. Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all applicable taxes (other than taxes on our net income).
5.4 If a charge fails or an invoice is overdue, we may suspend the Services after reasonable notice. We may change pricing on a going-forward basis with prior notice (e.g., before your next renewal).
6. Third-Party Services
The Services rely on third parties (for example, Stripe for payments, Cloudflare for hosting and delivery, and email providers). We are not responsible or liable for third-party services, their availability, or their acts or omissions, and your use of them may be subject to their separate terms.
7. Disclaimer of Warranties
THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHAI DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CHAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DATA WILL BE ACCURATE, PRESERVED, OR FREE FROM LOSS; OR THAT DEFECTS WILL BE CORRECTED. YOU USE THE SERVICES AT YOUR OWN RISK.
Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.
8. Limitation of Liability
8.1 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHAI AND ITS OWNERS, MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Liability cap. CHAI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES YOU ACTUALLY PAID TO CHAI FOR THE SERVICES IN THE [TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) US$[100].
8.3 Basis of the bargain. The limitations in this Section 8 apply regardless of the form of action and are a fundamental basis of the agreement between us; the Services would not be provided without them.
8.4 Exceptions. Some jurisdictions do not allow certain limitations, so parts of this section may not apply. Nothing in these Terms limits liability that cannot be limited by law (such as, in some jurisdictions, liability for gross negligence, willful misconduct, fraud, or personal injury).
9. Indemnification
You will defend, indemnify, and hold harmless Chai and its owners, members, officers, employees, and contractors from and against any third-party claims, demands, actions, damages, losses, liabilities, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Data; (b) your use of the Services; (c) your violation of these Terms or of any law; or (d) your violation or infringement of any third party's rights, including privacy, publicity, or intellectual-property rights. We will notify you of the claim, allow you to control the defense (with counsel reasonably acceptable to us), and reasonably cooperate; you will not settle any claim in a way that imposes obligations on Chai without our consent.
10. Data Security & Privacy
10.1 We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no method of transmission or storage is completely secure, and we do not and cannot guarantee absolute security.
10.2 You are responsible for your own security practices, including safeguarding credentials, managing user access, and using strong authentication.
10.3 Our collection and use of personal information is described in our Privacy Policy at [PRIVACY POLICY URL], which is incorporated by reference. [If you process personal data of third parties (e.g., employees in Chai-HR), a Data Processing Addendum ("DPA") at [DPA URL] applies and governs that processing.]
10.4 You are responsible for determining whether the Services are appropriate for any sensitive categories of data you choose to store and for any legal obligations that attach to that data.
11. Availability, Suspension & Changes
We may modify, suspend, or discontinue the Services (in whole or in part) at any time, and may perform scheduled or emergency maintenance. To the extent permitted by law, we are not liable for any modification, suspension, discontinuation, or downtime. We do not commit to any specific uptime unless stated in a separate written service-level agreement.
12. Term & Termination
12.1 These Terms apply while you use the Services or maintain an account.
12.2 You may stop using the Services and cancel per your plan's terms.
12.3 We may suspend or terminate your access, with or without notice, for (a) breach of these Terms, (b) non-payment, (c) legal or security risk, or (d) discontinuation of the Services.
12.4 Effect of termination. On termination, your right to use the Services ends. You should export your Customer Data beforehand; we may delete Customer Data after [30] days following termination. Any sections that by their nature should survive (including Sections 3, 5, 7, 8, 9, 10, 13, 14, and 16) survive termination.
13. Intellectual Property
The Services, and all software, content, and intellectual property in them (excluding Customer Data), are owned by Chai or its licensors and are protected by law. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your subscription, solely for your internal business purposes and subject to these Terms. If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.
14. Governing Law & Dispute Resolution
14.1 Governing law. These Terms are governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules.
14.2 Venue. Subject to Section 14.3, the state and federal courts located in [COUNTY, STATE] have exclusive jurisdiction, and the parties consent to personal jurisdiction there.
14.3 [OPTIONAL — discuss with your attorney: Binding arbitration & class-action waiver. Any dispute will be resolved by binding individual arbitration administered by [ARBITRATION BODY] under its rules, rather than in court, and you and Chai waive any right to a jury trial and to participate in a class or representative action. This paragraph's enforceability varies by jurisdiction — have counsel confirm it and add any legally required opt-out and notice provisions.]**
14.4 Limitation period. To the extent permitted by law, any claim relating to the Services must be brought within [one (1) year] after it arises.
15. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or an in-product notice). Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms. The "Last updated" date reflects the current version.
16. General
16.1 Entire agreement. These Terms (with any order and any documents incorporated by reference) are the entire agreement between the parties regarding the Services and supersede prior agreements on the subject.
16.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.
16.3 No waiver. Failure to enforce a provision is not a waiver.
16.4 Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. These Terms bind permitted successors and assigns.
16.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., outages, natural disasters, war, labor disputes, or third-party failures).
16.6 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.
16.7 Notices. Notices to Chai should be sent to [CONTACT EMAIL / ADDRESS]; notices to you may be sent to the email associated with your account.
17. Contact
[COMPANY LEGAL NAME] [Mailing address] [hello@chai-hub.com]