Last Modified: April 7, 2024

THESE TERMS OF SERVICE, HEREAFTER REFERRED TO AS THE "AGREEMENT" GOVERN YOUR PURCHASE, ACCESS, AND USE OF THE SERVICES PROVIDED BY DEWDROP TECH PTE. LTD. ("CHATMASON"). BY (A) RECEIVING ACCESS TO THE SERVICE VIA AN ONLINE ORDERING PROCESS REFERENCING THIS AGREEMENT, (B) SUBSCRIBING TO A FREE OR PAID ACCESS PLAN FOR THE SERVICE THROUGH A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU CONSENT TO ABIDE BY THE TERMS OUTLINED IN THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, HEREAFTER REFERRED TO AS THE "CUSTOMER." THIS INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY POSSESS THE AUTHORITY TO LEGALLY BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IN THE EVENT THAT THE INDIVIDUAL ACCEPTING THIS AGREEMENT LACKS SUCH AUTHORITY, OR IF THE ENTITY DOES NOT CONCUR WITH THESE TERMS AND CONDITIONS, SAID INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THIS AGREEMENT, INCLUDING THE PRIVACY POLICY DOCUMENT, GOVERNS THE RELATIONSHIP BETWEEN THE PARTIES. THE PARTIES AGREE AS FOLLOWS:

About Chatmason

Chatmason owns and operates a Software as a Service (SaaS) platform offering chatbots tailored for enterprise applications (the "Service"). Our Service enables our "Customers" to implement AI-powered chatbot solutions on their websites, accessible to the "Users" of their services. Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. The Service may include templates, scripts, documentation, and other materials that assist Customers in using the Service (“Chatmason Content”). Customers will not receive or have access to the underlying code or software of the Service (collectively, the “Software”) nor receive a copy of the Software itself.

Subscription Terms

Subject to the terms of this Agreement, the Customer may opt for either a paid subscription or a free plan to access and utilize the Service, as specified in one or more ordering interfaces mutually accepted by both parties through Chatmason’s website or service portal, referencing this Agreement and detailing the business terms pertaining to the Customer’s subscription (“Order(s)”). Paid subscriptions provide specific features, functionalities, and support options outlined in the applicable Order, subject to payment obligations as agreed upon. Conversely, the free plan provides limited access to certain features and functionalities of the Service, with no associated charges. All subscriptions, whether paid or free, are subject to the duration specified in the respective Order (“Subscription Period”). Usage of and access to the Service are permitted solely for individuals authorized by the Customer (i.e. “Users”) without benefiting any third party.

Chatmason Materials Ownership

Chatmason maintains ownership of the Service, Software, Chatmason Content, Documentation, and all other components provided to the Customer (collectively referred to as the "Chatmason Materials"). All rights, including intellectual property rights, title, and interest in the Chatmason Materials remain vested in Chatmason. This includes any subsequent updates, enhancements, modifications, or fixes, as well as all derivative works or modifications thereof. This Agreement does not imply any licenses, and Chatmason reserves all rights not explicitly granted to the Customer.

Service Usage

The Customer assumes responsibility for all actions carried out on its account and by its Users, except in cases where such actions stem from unauthorized access resulting from vulnerabilities in the Service. The Customer will ensure that its Users are informed about and adhere to the obligations and limitations outlined in this Agreement, holding accountability for any violations committed by a User.

The Customer agrees not to, and will ensure that Users or third parties do not, directly or indirectly:

In the event that the Customer's use of the Service significantly harms Chatmason or compromises the Service's security or integrity, Chatmason reserves the right to suspend access to the Service. Reasonable measures will be taken to notify the Customer and promptly address the issue.

Permissions

The Service lets users customize settings to allow Customers to perform various tasks within the Service ("Permissions"). Customer is solely responsible to provide and manage permissions. Accordingly, Chatmason bears no obligation for the administration of Permissions, nor does it assume any legal liability for Permissions configured by the Customer or its Users.

For the purpose of this Agreement, an "Affiliate" refers to any entity directly or indirectly controlling, controlled by, or under common control with the Customer, where "control" denotes ownership of more than fifty percent (50%) of the voting shares or other equity interests.

Should the Customer choose to provide access to the Service to its Affiliates, all rights and obligations outlined in this Agreement will apply to these Affiliates. The Customer represents and warrants that it assumes full responsibility for any violations of this Agreement by its Affiliates and has the authority to negotiate and enter into this Agreement on behalf of its Affiliates.

The Customer bears full responsibility for fulfilling all payment obligations outlined in this Agreement, irrespective of whether the Service is utilized by the Customer or its Affiliates. Should an Affiliate wish to make a claim against Chatmason, the Customer must initiate the process on behalf of the Affiliate.

Access Restrictions

As part of the Service, Chatmason may grant access to APIs. Chatmason retains the right to establish and enforce usage restrictions on these APIs, and the Customer is obligated to adhere to these limitations. Additionally, Chatmason reserves the right to suspend or terminate API access should the Customer be found in breach of the Agreement.

Service Providers

The Service may integrate with third-party products, services, or applications that are not owned or controlled by Chatmason (referred to as "Service Providers"). These services are utilized to support our service, facilitate Service delivery on our behalf, offer Service-related assistance, or aid in analyzing the usage of our Service. Customers should note that this Agreement does not extend to the utilization of Service Providers, and Chatmason explicitly disclaims all representations and warranties regarding Service Providers. Any warranty claims or disputes concerning Service Providers should be directed to them directly. Here is a list of Service Providers we use:

Subscription Charges

Fee

For Customers opting for paid plans, the Fees will be billed in the specified currency or, if not specified, in U.S. dollars. Payment obligations are non-cancellable and non-refundable unless expressly stated otherwise. Chatmason retains the right to modify Fees or introduce new ones at its discretion. Should Customers disagree with revised fees, they reserve the option to decline subscription renewal, and downgrade to a free plan. However, for Customers utilizing the free plan, no Fees are incurred for Service access and use.

Taxes

With the exception of value-added taxes (VAT) where applicable, Invoices for Fees exclude government taxes, duties, or similar assessments. Customers are responsible for paying Taxes related to their purchases. If Chatmason must remit or collect Taxes for the Customer, an invoice will be issued unless a valid tax exemption certificate is provided in advance. Chatmason is solely responsible for its own taxes.

Failure to pay

Failure to remit Fees by the due date may result in Service suspension. Chatmason may attempt multiple charges if the initial one fails. Customers should notify us of any billing discrepancies within sixty (60) days by reaching out to support@chatmason.ai to request corrections or credits. Chatmason will review disputes and provide a written decision supported by evidence. If billed amounts are valid, Customers must settle them within ten (10) days of Chatmason's decision.

Payment processing

Chatmason will process payments using the preferred payment method designated by the Customer. Our order process is managed by our online reseller, Paddle.com. Paddle.com serves as the Merchant of Record for all orders, handling all customer service inquiries and managing returns. It's the Customer's responsibility to maintain accurate payment information to avoid service suspension. Chatmason may offset owed Fees and isn't liable for Payment Processor errors. Recurring charges will continue until the Customer cancels or updates their payment method. Transactions through the Paddle.com are governed by its terms in addition to this Agreement.

Refund Policy

Unless otherwise specified in this Agreement or in an Order Form, all Subscription Charges paid are non-refundable. No refunds shall be issued for partial use or non-use of Chatmason.

Cancellation

You have the right to cancel your premium subscriptions at any time, for any reason, and can do so by emailing us at support@chatmason.ai or simply canceling it from your dashboard. If you choose to cancel your subscription, you will not be charged for any billing period beyond the one in which you canceled. This refund policy does not apply if we've terminated your account for misuse outlined in this Agreement. Any termination of your use of our services, whether initiated by you or by us, won't affect any of your or Chatmason's rights and obligations under these Terms that have arisen before the effective date of such termination.

Subscription Commencement and Renewal

Subscriptions to access and use Chatmason's service ("Service") start on the specified start date indicated in the applicable Order ("Subscription Start Date"). This subscription continues for the duration of the Subscription Period.

Customers subscribed to paid plans have the option to not renew the paid Subscription, thereby forfeiting access to features exclusive to paid subscriptions. Subsequently, they will be automatically downgraded to the free plan. They can do this by either:

Agreement Duration and Termination

This Agreement becomes effective on the first day of the Subscription Period. It remains effective for the duration of the Subscription Period mentioned in the Order, including any renewals, and for any period the Customer uses the Service, even if it's not under a paid Order ("Term").

If this Agreement ends, whether by Chatmason or the Customer, it automatically terminates all Orders. If a Customer cancels or chooses not to renew their paid subscription, their subscription remains accessible but is downgraded to a version with reduced features and functionalities, known as the "Free Version."

Either party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice. Chatmason may downgrade a Customer's access to the Free Version at any time upon notice.

Termination Consequences

Should Chatmason or the Customer terminate this Agreement, or if the Customer deletes its workspace within the Service, access to the Free Version will be revoked.

On the other hand, if Chatmason terminates this Agreement due to an unresolved breach by the Customer, the Customer must settle any outstanding Fees for the remainder of the current Subscription Period post-termination.

Termination doesn't exempt the Customer from paying any Fees due to Chatmason for the period before termination.

Upon termination, all rights and licenses granted by Chatmason immediately cease, and the Customer loses access to the Service.

Data Handling Upon Termination

Between thirty (30) days and sixty (60) days following termination, or at the Customer’s request, or if the Customer deletes its workspace within the Service, Chatmason will delete all User Submissions, including passwords, files, and submissions. However, exceptions to this include instances where compliance with legal obligations, resolution of disputes, or enforcement of the terms in Agreement is necessary.

For Customers using the Free Version, Chatmason may retain User Submissions and User Information to facilitate continued use. However, all User Submissions and User Information may be deleted if an account remains inactive for more than one (1) year.

Miscellaneous

Relationship of the Parties

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Chatmason and the Customer. Both parties are independent contractors, maintaining their respective operations and autonomy while cooperating under the terms laid out in this Agreement.

Publicity

Chatmason is allowed to identify the Customer and use and display the Customer’s name, logo, trademarks, or service marks on Chatmason’s website and in Chatmason’s marketing materials. This will help in demonstrating the clientele and user base of Chatmason without compromising any confidential information or privacy rights of the Customer. Should the Customer wish to opt out of this arrangement, they may submit a written request to support@chatmason.ai.

Unforeseen events

Chatmason shall not be liable for any failure or delay in performing its obligations hereunder caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, strikes (excluding those involving Chatmason’s employees), riots, fires, natural disasters, wars, terrorism, or government actions. These circumstances provide a shield for Chatmason against unforeseen events that prevent it from fulfilling its service obligations.

Email Communications

Communication regarding this Agreement will primarily be conducted via email, although Chatmason reserves the option to use the Service for notices as well. Notices to Chatmason should be sent to support@chatmason.ai, while notices to Customers will be directed to the email addresses they have provided through the Service. Notices are deemed delivered the following business day after being sent via email, or on the same day if transmitted through the Service.

Amendment and Waivers

No modifications to this Agreement will be effective unless in writing and signed or acknowledged by authorized representatives of both parties. Neither party's delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must also be in writing and signed by the party granting the waiver.

Severability

Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect. This clause ensures the Agreement remains operational even if parts of it are modified or removed.

Assignment

Both parties are prohibited from assigning or delegating their rights or obligations outlined in this Agreement without prior written consent from the other party. However, Chatmason reserves the right to do so without consent in cases of mergers, acquisitions, corporate reorganizations, or sales of substantially all assets. Any assignment made without authorization will be deemed invalid. This Agreement is binding upon and beneficial to the parties involved, as well as their successors and permitted assigns.

Third-Party Links

Our Services may contain links to third-party websites or services that are not owned or controlled by the Company. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

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, AND CHATMASON 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 CHATMASON 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

Limitation of Liability

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, CHATMASON WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER, CHATMASON'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER Chatmason HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHST

Confidentiality

Each party (the “Receiving Party” and “Disclosing Party”) recognizes that the other party may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”).
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For Chatmason, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions.
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This Agreement, along with all related Orders, is considered Confidential Information of both parties. However, Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party 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 using the Disclosing Party’s Confidential Information.

Confidentiality

Each party (the “Receiving Party” and “Disclosing Party”) recognizes that the other party may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”).
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For Chatmason, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions.
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This Agreement, along with all related Orders, is considered Confidential Information of both parties. However, Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party 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 using the Disclosing Party’s Confidential Information.

Confidentiality

The Receiving Party must:
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(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 level of care.

(b) Restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement.

(c) Not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein.

(d) Use the Confidential Information solely to fulfill obligations under this Agreement.
This does not prevent sharing of Agreement terms or the other party’s name with potential investors or buyers under standard confidentiality terms.

Compelled Access or Disclosure

If required by law, the Receiving Party may access or disclose the Disclosing Party’s Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable help, at the Disclosing Party's expense, if the Disclosing Party wants to contest the disclosure.

Data Usage

Feedback

Customers may occasionally offer feedback on the Service (“Feedback”). Chatmason may choose to incorporate this Feedback into its services. Customers grant Chatmason a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as Chatmason sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback.

User Information

Customers and their Users must provide information like names, email addresses, usernames, IP addresses, browsers, and operating systems (“User Information”) to access the Service. Customers authorize Chatmason and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee they have the necessary rights to provide User Information to Chatmason for processing as described in this Agreement. Customers are liable for their User Information and any unauthorized use of their credentials.

User Submissions

Customers grant Chatmason a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licenses under this Agreement.

Service Data

Chatmason collects data on Service performance and operation (“Service Data”) as Customers use the Service. Provided Service Data is aggregated and anonymized, without disclosing any personal information, Chatmason can use this data freely. Chatmason owns all rights to Service Data, but will not identify Customers or Users as its source.

Governing Law and Venue

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore. Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Entire Agreement

This Agreement, including Chatmason’s privacy policy, constitutes the full agreement between Chatmason and the Customer, superseding all prior discussions, agreements, and understandings of any nature. This ensures clarity and completeness in the mutual expectations and obligations of the parties involved.

Changes to Terms

Chatmason acknowledges that its service is an evolving, subscription-based product. To enhance customer experience, Chatmason reserves the right to make modifications to the Service. However, Chatmason commits to not materially reducing the core functionality provided to Customers. Chatmason reserves the right to unilaterally amend the terms of this Agreement. Customers will be notified at least seven (7) days in advance of any material changes taking effect. These modifications will be prominently displayed, for instance, on the Chatmason website's terms page.

Contact Us

If you have any questions about these Terms, please contact us at support@chatmason.ai.