Terms of Service

These Terms of Service (the “Agreement”) set forth the conditions under which you may access, use, and receive the services offered by ChatLab Sp. z o.o., doing business as “ChatLab.” By (a) completing a purchase through an online ordering system that references this Agreement, (b) enrolling in a free or paid service plan via any platform that incorporates these terms, or (c) selecting an option that indicates acceptance, you acknowledge and agree to be bound by this Agreement.

If you are agreeing on behalf of a business or other legal entity (the “Customer”), you confirm that you have the authority to legally bind that entity and its affiliates to these terms. Should you lack such authority, or if the entity does not accept these terms, you must not proceed with using the services. Any capitalized terms used throughout this Agreement shall have the meanings assigned herein

Introduction

ChatLab provides an AI-driven chatbot platform designed to support customer interactions, sales, and user engagement. Customers can configure, customize, and upload content within the platform, collectively referred to as "User Content." The responsibility for all User Content rests solely with the Customer. ChatLab offers various resources, including templates, scripts, and documentation ("ChatLab Resources"), to facilitate the use of the platform. Customers are not granted access to the underlying software or source code (the "Software") and do not receive copies of it.

Subscription and Usage Rights

Customers obtain access to the platform through a subscription, governed by an order placed via ChatLab’s website or service portal. This agreement ("Subscription Agreement") defines the terms, duration, and permitted use of the platform. The subscription grants access solely to authorized Users for internal business purposes. Providing access to third parties outside the organization is not permitted.

Intellectual Property and Ownership

ChatLab retains full ownership of all elements of the platform, including the Software, ChatLab Resources, and any enhancements, modifications, or updates. Customers do not acquire any ownership rights to ChatLab’s intellectual property. Any rights not explicitly granted remain solely with ChatLab.

Digital Services Exception and Consent to Waiver of Cancellation Rights

Immediate Activation of Digital Services

By accessing and using ChatLab’s digital services (including, but not limited to, the AI-driven chatbot platform), you acknowledge and agree that performance of the service commences immediately upon your acceptance of these Terms of Service.

In accordance with applicable EU and Polish law regarding digital content and services, you expressly consent to waive your statutory right to cancel this service once performance has begun. Your continued use of the service shall constitute your irrevocable agreement to this waiver.

Payment and Billing Policies

Customers must pay the fees associated with their subscription as outlined in their order. Unless specified otherwise, all charges are in U.S. dollars. Payments are final, non-cancellable, and non-refundable, except where explicitly permitted. ChatLab reserves the right to adjust pricing, introduce new fees, or modify existing charges. Customers who do not agree with revised fees may choose not to renew their subscription.

ChatLab processes payments either directly or via an authorized third-party payment provider. Fees are charged using the credit card, ACH, or other payment details provided by the customer. Customers are responsible for maintaining accurate billing information to ensure continued access to the platform. If a payment processor is involved, transactions are subject to its terms and conditions. ChatLab is not liable for errors made by the payment processor but reserves the right to correct discrepancies, even after payment is processed. Customers who opt for recurring payments agree that charges will continue automatically until the subscription is canceled or payment details are updated. The listed fees do not include any applicable taxes, duties, or levies. Customers are responsible for determining and paying any relevant taxes imposed by their jurisdiction. If ChatLab is legally required to collect taxes on behalf of the government, it will invoice the customer accordingly. Customers with valid tax exemptions must provide appropriate documentation in advance. ChatLab remains responsible only for taxes related to its own business operations.

Failure to pay fees on time may result in temporary suspension of access to the platform. ChatLab is authorized to attempt multiple charges if a payment method fails. Customers disputing a charge must notify ChatLab within sixty (60) days of the transaction. ChatLab will review the dispute and provide a resolution with supporting details. If the charge is deemed valid, the customer must settle the balance within ten (10) days of the final decision to avoid service disruption.

Subscription Lifecycle

Subscriptions begin on the date specified in the order and continue for the designated subscription period. Customers may choose not to renew their subscription by providing notice via support or by modifying their subscription settings within their account. This agreement remains in effect throughout the subscription period, including any renewals, as well as any period during which the customer continues to use the service, even without an active paid order. If the agreement is terminated, all associated orders will also terminate. If a customer cancels or does not renew their paid subscription, access will be downgraded to a free version with limited functionality. If the agreement is terminated or the customer deletes their workspace, access to the free version will also be revoked. Either party may terminate the agreement with written notice if the other party materially breaches its terms and fails to remedy the breach within thirty days of receiving notice. ChatLab reserves the right to terminate access to the free version at any time upon notice. If termination occurs due to an uncured breach by ChatLab, the customer is entitled to a refund of any prepaid but unused fees for the remaining subscription period. If termination occurs due to a breach by the customer, any unpaid fees for the remainder of the subscription period become due immediately. Termination does not relieve the customer from obligations to pay outstanding fees for the period before termination. Upon termination, all rights and licenses granted by ChatLab will cease immediately, and the customer will lose access to the service. For customers using the free version, user submissions and information may be retained for continued access but may be deleted if an account remains inactive for over a year. Certain provisions, including those regarding ownership rights, third-party services, financial terms, termination effects, warranty disclaimers, liability limitations, confidentiality, data handling, and general terms, will remain in effect beyond the termination or expiration of this agreement.

User Responsibilities and Limitations

The Customer is fully accountable for all activity within its account, including actions taken by authorized Users. If unauthorized access occurs due to security vulnerabilities in the platform, the Customer is not liable. However, ensuring Users understand and adhere to the terms outlined in this Agreement is the Customer’s responsibility. Any violations by Users will be considered the Customer’s responsibility. ChatLab enables Customers to configure user roles and permissions to control access within the platform. Managing these permissions falls under the Customer’s responsibility. ChatLab does not oversee these settings and is not liable for any resulting access-related issues. If access is granted to affiliated entities, the Customer assumes full responsibility for their compliance with the Subscription Agreement. Any claims or disputes from affiliates must be directed to the Customer, not ChatLab.

Prohibited Activities

The Customer and its Users are strictly prohibited from engaging in the following actions:

• Altering, copying, or creating derivative works of the platform.
• Attempting to reverse engineer, decompile, or extract source code from the platform unless explicitly permitted by law.
• Selling, sublicensing, renting, or otherwise distributing access to the platform for commercial gain.
• Removing or altering any proprietary notices included in the platform.
• Using the platform in violation of applicable laws and regulations.
• Gaining unauthorized access to, or disrupting, the platform’s functionality or security.
• Leveraging the platform to develop or support competing products.
• Conducting security testing or vulnerability assessments without prior authorization.

If the Customer’s use of the platform compromises its security, stability, or integrity, ChatLab reserves the right to suspend access. Reasonable efforts will be made to inform the Customer and work towards a resolution.

Integrations

ChatLab may grant API access as part of the platform’s functionality. The Customer must comply with any usage limits established by ChatLab. Failure to adhere to these limits may result in the suspension or termination of API access at ChatLab’s discretion.

Interaction with External Services

The platform may integrate with third-party products, services, or applications that are not owned or managed by ChatLab ("Third-Party Services"). Customers have the option to utilize these Third-Party Services alongside the platform at their discretion.

Authorization and Responsibility

If the integration requires authentication, customers are responsible for providing their login credentials solely for the purpose of enabling ChatLab to facilitate the integration. By doing so, customers confirm they have the legal authority to share such information without violating the terms governing their use of Third-Party Services.

Independence of Third-Party Services

ChatLab does not endorse, control, or take responsibility for any Third-Party Services. Customers acknowledge that these integrations fall outside the scope of this Agreement and may require separate agreements with the respective third-party providers. Any warranties, service issues, or disputes related to Third-Party Services must be addressed directly with their respective providers.

Disclaimer and Limitation of Liability

ChatLab expressly disclaims all warranties and representations related to Third-Party Services. Customers assume full responsibility for their use of such services. ChatLab is not liable for any issues, disruptions, or damages arising from the use or inability to use Third-Party Services.

No Revocation Post Activation

Once the digital service has commenced, the waiver of your cancellation rights is deemed irrevocable. Any attempt to cancel or request a cancellation-related refund for services delivered immediately will be ineffective.

Warranties and Disclaimers

Customers affirm that any content, data, or submissions they provide while using the service comply with all applicable laws, regulations, and industry standards. It is the customer's responsibility to ensure that their use of the platform does not violate any third-party rights or legal requirements. Unless explicitly stated otherwise, the service and all related features, data, and resources are provided on an "as is" and "as available" basis. ChatLab makes no guarantees regarding the availability, reliability, or performance of the service. ChatLab expressly disclaims all warranties, whether expressed or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Customers acknowledge that uninterrupted, timely, secure, or error-free operation of the service is not guaranteed. Certain jurisdictions may not permit the exclusion of specific warranties. In such cases, this disclaimer applies only to the maximum extent allowed by law.

Disclaimer of Liability for Chatbot Responses

The chatbot provided by ChatLab is an automated tool designed to assist with providing information and responses based on the data and documents uploaded by the user. While we strive to ensure the accuracy and reliability of the responses, we cannot guarantee their correctness or completeness.

The responses generated by the chatbot are for informational purposes only and should not be considered as professional advice. Users are advised to verify the information provided by the chatbot independently.

ChatLab does not assume any responsibility or liability for any errors, omissions, or inaccuracies in the responses provided by the chatbot. The Company shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the use of or reliance on the chatbot responses.

By using the chatbot, you acknowledge and agree that the Company is not responsible for any decisions or actions taken based on the responses provided by the chatbot.

Limitation of Liability

Notwithstanding any provision to the contrary, ChatLab shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to damages arising from the use or inability to use the service, service interruptions, delays, lost revenues or profits, loss of business or goodwill, data corruption, or system failures—regardless of the legal theory under which such claims arise.

Furthermore, ChatLab's total liability, under any circumstances, shall not exceed the total fees paid or payable by the customer for the service within the twelve (12) months preceding the claim. These limitations apply regardless of whether ChatLab has been advised of the possibility of such damages.

Confidentiality

Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may share business, technical, or financial information related to its operations that, based on its nature and context, is reasonably considered confidential (“Confidential Information”).

For ChatLab, 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, is considered Confidential Information of both parties.

Confidential Information does not include information that:

• Becomes publicly available without breaching any duty to the Disclosing Party.
• Was known to the Receiving Party before disclosure by the Disclosing Party without breaching any duty.
• Is received from a third party without breaching any duty.
• Was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.

Use of Confidential Information

The Receiving Party must:

• Protect the Disclosing Party’s Confidential Information with at least the same level of care it uses for its own similar information, but no less than a reasonable level of care.
• Restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who require access for purposes related to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement.
• Not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly permitted in this Agreement.
• Use Confidential Information solely for fulfilling obligations under this Agreement.

This does not restrict either party from sharing the terms of this Agreement or the other party’s name with potential investors or buyers under standard confidentiality terms.

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 permitted) and offers reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.

Data Handling and Privacy

User Data & Customer Content

To access the Service, Customers and their Users must provide certain information, including names, email addresses, usernames, IP addresses, browser details, and operating systems (“User Data”). By using the Service, Customers authorize ChatLab and its subcontractors to store, process, and retrieve this data as necessary for service functionality. Customers confirm they have the legal right to provide this information and accept responsibility for its accuracy and any unauthorized use of their credentials. Customers may submit content while using the Service (“Customer Content”). ChatLab is granted a non-exclusive, worldwide, royalty-free, and transferable license to use, process, and display this content solely for delivering the Service. Customers retain all ownership rights over their content, and no additional rights are implied beyond those explicitly granted in this Agreement.

Security and Data Protection

ChatLab implements reasonable security measures to safeguard Customer Data, including User Data and Customer Content. However, Customers remain responsible for securing their own systems and data. Data processing follows the terms outlined in ChatLab’s Data Processing Agreement.

Analytics

ChatLab collects and analyzes operational data related to Service performance and usage (“Service Analytics”). This data is aggregated and anonymized to ensure it does not reveal personally identifiable information. ChatLab retains full ownership of Service Analytics and may use it to improve and optimize the Service, provided that individual Customers or Users are not identifiable.

Other Terms

Service Changes and Unforeseen Circumstances

ChatLab operates as a dynamic, subscription-based service and reserves the right to enhance or modify its features over time. However, no changes will materially reduce the core functionality of the Service. Any modifications to this Agreement will be communicated in advance.

ChatLab shall not be held liable for delays or failures in performance caused by factors beyond its reasonable control, including but not limited to natural disasters, wars, government actions, labor strikes (excluding those involving ChatLab employees), disruptions in third-party hosting, or other unforeseen events.

Relationship, Assignment and Transfer

Neither party may transfer or assign their rights or obligations under this Agreement without prior written consent from the other party. However, ChatLab may assign this Agreement without consent in cases of mergers, acquisitions, corporate reorganizations, or sales of substantially all assets. Unauthorized assignments will be void. This Agreement establishes an independent contractor relationship between ChatLab and the Customer. It does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship. No third party shall have rights under this Agreement, nor shall they have any ability to enforce its terms.

Communications, Notices, Amendments, Waivers, and Severability

Official communications and notices under this Agreement will be delivered via email. ChatLab may also choose to provide notices through the Service. Notices to ChatLab must be sent to its designated contact email, while Customer notices will be sent to the email address provided during registration. Notices are considered delivered the next business day after sending via email or on the same day if provided through the Service.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of Poland, excluding conflict of laws principles. Any disputes arising from this Agreement shall be resolved exclusively in the courts located in Krakow, Poland, and both parties consent to jurisdiction and venue. Both parties waive any right to a jury trial in disputes related to this Agreement. The prevailing party in any enforcement action shall be entitled to recover reasonable legal costs and attorney fees.

Final Note

No amendments or modifications to this Agreement shall be valid unless made in writing and acknowledged by authorized representatives of both parties. A delay or failure by either party to enforce any right under this Agreement shall not constitute a waiver of that right unless explicitly agreed in writing. If any provision of this Agreement is deemed unlawful or unenforceable by a court, it will be modified only to the extent necessary to make it enforceable, while the rest of the Agreement remains in full effect. This Agreement, along with any referenced documents and Orders, represents the full and final understanding between ChatLab and the Customer. It supersedes all prior discussions, agreements, or understandings, ensuring clarity and completeness regarding the rights and obligations of both parties.