Terms of Service

1. Acceptance of Terms

1.1 Binding Agreement

By clicking "I Agree," creating an account, or using our Services, you:

• Acknowledge that you have read and understood these Terms
• Agree to be legally bound by these Terms and our Privacy Policy
• Represent that you have the authority to enter into this Agreement

1.2 Updates to Terms

We reserve the right to modify these Terms at any time. Changes will be effective:

• Immediately for new users upon acceptance
• 30 days after notification for existing users (sent via email)

Continued use of Services after changes become effective constitutes acceptance. If you disagree with changes, you must cancel your account before the effective date.

1.3 Additional Terms

Certain Services may have additional terms, policies, or guidelines. In case of conflict, additional terms prevail for those specific Services.

2. Eligibility

2.1 Age Requirement

You must be at least 18 years old to use our Services. By using Chiflows, you represent that you meet this age requirement.

2.2 Business Use

Our Services are designed for business and professional use. You represent that you are:

• Using Services for lawful business purposes
• Authorized to bind your business to these Terms (if applicable)
• Not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country

2.3 Compliance

You must comply with all applicable local, state, national, and international laws and regulations when using our Services.

3. Account Registration

3.1 Account Creation

To access Services, you must:

• Provide accurate, current, and complete registration information
• Maintain and update your information to keep it accurate
• Choose a strong, secure password
• Not share your account credentials with others

3.2 Account Security

You are responsible for:

• All activities under your account
• Maintaining confidentiality of your password
• Notifying us immediately of unauthorized access (legal@chiflows.io)

We are not liable for losses due to unauthorized account access if you failed to protect your credentials.

3.3 Account Types

User Roles:

• Client: Standard user with access to campaigns, leads, CRM
• Admin: Full platform access (Chiflows team only)
• Team Member: Limited access based on permissions

Subscription Tiers:

• Embark ($49/month): Starter tier with basic features
• Transform ($199/month): Advanced tier with AI personalization
• Manifest (Custom pricing): Enterprise tier with full features

3.4 Vetting Process

New users may be subject to a vetting/approval process to ensure:

• Alignment with our values and mission
• Compliance with our acceptable use policies
• Prevention of fraudulent or abusive accounts

We reserve the right to reject applications without providing reasons.

4. Subscription Plans and Pricing

4.1 Pricing Tiers

Pricing is subject to change. Existing subscribers will be notified 30 days before price increases.

4.2 Billing Cycle

• Monthly Subscriptions: Billed on the same day each month
• Annual Subscriptions: (If offered) Billed annually with potential discount
• Auto-Renewal: Subscriptions auto-renew unless canceled

4.3 Free Trials

If we offer a free trial:

• Trial period specified at signup (typically 7-14 days)
• No credit card required for trial (may vary by promotion)
• Automatic conversion to paid plan unless canceled before trial ends

4.4 Upgrades and Downgrades

Upgrades:

• Take effect immediately
• Prorated charges for remaining billing period

Downgrades:

• Take effect at next billing cycle
• No refunds for unused premium features during current cycle
• Features may be disabled immediately upon downgrade

5. Payment Terms

5.1 Payment Methods

We accept:

• Credit/Debit Cards: Processed via Stripe
• Cryptocurrency: ADA (Cardano), BTC, ETH, SOL, USDT, USDC via Cardano blockchain

5.2 Billing Authorization

By providing payment information, you authorize us to:

• Charge your payment method for all fees
• Update payment information from your financial institution (for card updates)
• Store payment method for recurring charges

5.3 Failed Payments

If payment fails:

• Day 1: Automatic retry + email notification
• Day 3: Second retry attempt
• Day 7: Final retry attempt
• Day 10: Account suspension (access disabled)
• Day 30: Account termination and data deletion

You are responsible for all fees during suspension period.

5.4 Taxes

We will collect taxes if legally required in your jurisdiction.

5.5 Invoices

Invoices are emailed after each successful payment and available in your account dashboard.

6. Service Description

6.1 Core Services

Chiflows provides:

Marketing Automation:

• Multi-channel outreach (email, Instagram DMs, LinkedIn, WhatsApp)
• Automated campaign management
• Lead qualification and scoring
• CRM and contact management

AI-Powered Features (Transform & Manifest tiers):

• AI assistant powered by Anthropic's Claude
• Business Knowledge Base (KB) integration for personalized responses
• Automated message generation
• Campaign strategy recommendations
• Lead scoring based on values alignment

Analytics & Reporting:

• Campaign performance dashboards
• Lead conversion tracking
• Engagement metrics
• ROI calculations

Support:

• Email support (all tiers)
• Priority support (Transform tier)
• Dedicated support (Manifest tier)

6.2 Service Modifications

We reserve the right to:

• Modify, suspend, or discontinue Services at any time
• Add or remove features from subscription tiers
• Change pricing with 30-day notice

We will provide reasonable notice for material changes affecting your use.

6.3 Beta Features

We may offer beta/experimental features:

• Marked as "Beta," "Alpha," or "Experimental"
• Provided "AS IS" without warranties
• May be modified or discontinued without notice
• Feedback appreciated but not required

7. AI Services and Limitations

7.1 AI Technology

Our AI features use Anthropic's Claude AI API:

• AI responses are generated based on your inputs and Business KB data
• Quality depends on input quality and data completeness
• AI is a tool to assist, not replace human judgment

7.2 AI Disclaimers

IMPORTANT DISCLAIMERS:

7.3 Your Responsibilities with AI

You are responsible for:

• ✅ Reviewing AI-generated content for accuracy and appropriateness
• ✅ Ensuring compliance with laws (e.g., CAN-SPAM, GDPR for emails)
• ✅ Monitoring lead scores and qualification decisions
• ✅ Training your Business KB with accurate, up-to-date information
• ✅ Using AI ethically and in alignment with platform policies

7.4 AI Usage Limits

Transform Tier: Reasonable usage limits (e.g., 500 AI messages/month)
Manifest Tier: Higher or custom limits

Excessive usage may result in:

• Throttling (rate limiting)
• Additional charges
• Tier upgrade requirement

We will notify you before imposing limits or charges.

7.5 Data Privacy (AI)

See our Privacy Policy for details on how AI processes your data. Summary:

• Conversations sent to Anthropic API for processing (encrypted in transit)
• Anthropic does NOT use your data to train their models (commercial terms)
• Your data is NOT shared with other Chiflows users

8. User Responsibilities

8.1 Lawful Use

You agree to:

• Use Services only for lawful purposes
• Comply with all applicable laws (CAN-SPAM, GDPR, CCPA, etc.)
• Respect intellectual property rights
• Not use Services to harm, harass, or defraud others

8.2 Content Accuracy

You are responsible for:

• Accuracy of Business KB data and marketing content
• Obtaining consent for outreach (e.g., email opt-ins)
• Honoring opt-out/unsubscribe requests promptly
• Maintaining accurate contact lists (no purchased/scraped lists)

8.3 Security

You must:

• Keep account credentials secure
• Use strong, unique passwords
• Enable two-factor authentication (2FA) when available
• Report security vulnerabilities to legal@chiflows.io
• Not attempt to breach security or access unauthorized areas

8.4 Compliance with Marketing Laws

9. Prohibited Conduct

You may NOT:

9.1 Illegal Activities

• Send spam, phishing emails, or malware
• Engage in fraud, scams, or deceptive practices
• Violate intellectual property rights (copyright, trademark)
• Transmit illegal, harmful, or offensive content

9.2 Abusive Behavior

• Harass, threaten, or abuse others
• Impersonate others or misrepresent affiliation
• Spread misinformation or disinformation
• Promote hate speech, violence, or discrimination

9.3 Technical Abuse

• Reverse engineer, decompile, or hack our Services
• Use bots, scripts, or automation to access Services (except via authorized APIs)
• Overload servers or disrupt service availability (DoS attacks)
• Bypass rate limits, paywalls, or security measures

9.4 Competitive Use

• Use Services to build a competing product
• Scrape or extract data for commercial purposes
• Benchmark performance without written consent

9.5 Prohibited Content

• Adult content, pornography, or sexually explicit material
• Gambling, illegal drugs, weapons, or regulated goods
• Pyramid schemes, MLM, or get-rich-quick schemes
• Content violating third-party rights

10. Intellectual Property Rights

10.1 Chiflows IP

We own all rights to:

• Chiflows platform, website, and software
• Chiflows name, logo, trademarks, and branding
• Documentation, tutorials, and marketing materials
• AI models, algorithms, and proprietary technology

You may NOT:

• Copy, modify, distribute, or create derivative works
• Remove copyright or trademark notices
• Use our trademarks without written permission

10.2 Limited License to You

We grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use Services for your business purposes
• Download materials for personal use (e.g., invoices, reports)

This license terminates upon cancellation or termination of your account.

10.3 Feedback

If you provide feedback, suggestions, or ideas:

• We may use them without compensation or attribution
• You waive any intellectual property claims
• Feedback does not create confidential relationship

11. User Content and Data

11.1 Your Ownership

You retain all rights to:

• Business KB data you upload
• Campaign content, emails, and marketing materials
• Contact lists and lead data
• Any content you create using our Services

11.2 License to Chiflows

By uploading content, you grant us a worldwide, royalty-free, non-exclusive license to:

• Store, process, and display content to provide Services
• Use AI to analyze content and generate responses
• Create backups and derivatives for service functionality
• Share with third-party processors (Supabase, Anthropic, etc.)

11.3 Content Responsibility

You represent and warrant that:

• You own or have rights to all content you upload
• Content does not violate laws or third-party rights
• Content is accurate and not misleading

You are solely responsible for content you create or share using our Services.

11.4 Content Removal

We may remove content that:

• Violates these Terms or our policies
• Is illegal, harmful, or offensive
• Is subject to DMCA takedown notice
• Poses security risk

We will notify you when possible, but may remove content immediately in urgent cases.

11.5 Data Portability

You can export your data at any time:

• Account Settings → Privacy tab → "Export My Data"
• Formats: JSON, CSV
• Includes: contacts, campaigns, leads, Business KB

12. Third-Party Services

12.1 Third-Party Integrations

Our Services integrate with:

• Stripe: Payment processing
• Mailgun: Email delivery
• Anthropic: AI processing
• Supabase: Data storage and authentication
• Cardano/Blockfrost: Cryptocurrency payments

12.2 Third-Party Responsibility

12.3 Third-Party Terms

Your use of third-party services is subject to their terms:

• Stripe: https://stripe.com/legal
• Anthropic: https://www.anthropic.com/legal
• Supabase: https://supabase.com/terms

12.4 Links to Third-Party Sites

Our platform may contain links to external websites. We are not responsible for:

• Content on linked sites
• Privacy practices of linked sites
• Accuracy or safety of linked sites

Review third-party privacy policies before providing information.

13. Service Availability and Support

13.1 Uptime Target

We strive for 99.9% uptime but do NOT guarantee uninterrupted service. Service may be unavailable due to:

• Scheduled maintenance (announced in advance)
• Emergency maintenance (security, critical bugs)
• Third-party service outages (AWS, Stripe, etc.)
• Force majeure events (natural disasters, cyberattacks)

13.2 Maintenance

Scheduled Maintenance:

• Announced 48 hours in advance (via email + in-app notification)
• Typically performed during low-usage hours (e.g., 2-5 AM UTC)
• Estimated downtime: 1-4 hours

Emergency Maintenance:

• May occur without advance notice
• Status updates posted on status page (if available)

13.3 Support

13.4 Service Level Agreement (SLA)

• Standard users: No SLA guarantee (best effort)
• Manifest tier: Custom SLA available upon request (e.g., 99.9% uptime guarantee with credits for downtime)

14. Cancellation and Refunds

14.1 Cancellation by You

You may cancel at any time:

• Account Settings → Subscription tab → "Cancel Subscription"
• Email: legal@chiflows.io with "Cancellation Request"

Cancellation takes effect:

• Immediately: Access disabled, subscription ends
• End of billing cycle: (Optional) Continue access until cycle ends, then cancel

Upon cancellation:

• ✅ No further charges
• ✅ Data retained for 30 days (can be exported)
• ❌ No refunds for unused time (see Section 14.2)
• ❌ Account cannot be reactivated (must create new account)

14.2 Refund Policy

Exceptions (Refunds Granted):

1. Service Unavailability: If we fail to provide Services for >7 consecutive days due to our fault, prorated refund for downtime
2. Billing Errors: If we incorrectly charge you, refund of incorrect charge
3. Cancellation Before Service Use: If you cancel within 24 hours of signup AND have not used Services, full refund
4. Manifest Tier: Custom refund terms per agreement

Refund Process:

• Email legal@chiflows.io with "Refund Request" and reason
• We'll review and respond within 7 business days
• Approved refunds processed within 10 business days
• Refunds issued to original payment method

15. Termination

15.1 Termination by You

You may cancel your subscription at any time through your Account Settings (/user/account → Subscription tab → "Cancel Subscription"). Cancellation is effective at the end of your current billing period.

• No Refunds: Cancellations do not entitle you to refunds for partial billing periods (see Section 4.6)
• Data Export: You have 30 days after cancellation to export your data before deletion
• Downgrade Option: You may downgrade to a lower tier instead of full cancellation

15.2 Termination by Chiflows

We may suspend or terminate your account immediately without notice if you:

• Violate these Terms or our Acceptable Use Policy
• Fail to pay subscription fees (after 7-day grace period)
• Engage in fraudulent, abusive, or illegal activity
• Pose a security risk to our systems or other users
• Use our service in a manner that damages our reputation or business

15.3 Effects of Termination

Upon termination (by you or us):

• Access Revoked: You immediately lose access to the Service
• Data Deletion: Your data is deleted after 30 days (except as legally required)
• No Refunds: No refunds for prepaid subscription fees
• Financial Records: Billing records retained for 7 years (tax/legal compliance)
• Third-Party Services: You must separately cancel integrations (Stripe, X/Twitter, etc.)

15.4 Survival

The following sections survive termination:

• Section 4 (Payment Terms) – for outstanding fees
• Section 10 (Intellectual Property) – ownership rights persist
• Section 11 (User Content) – licenses granted to us continue
• Section 17 (Limitation of Liability) – protection remains
• Section 18 (Indemnification) – obligations continue
• Section 19 (Dispute Resolution) – arbitration agreement survives

16. Disclaimers and Warranties

16.1 "AS IS" Service

16.2 No Guarantee of Results

AI-generated lead scores, campaign recommendations, and predictions are estimates, not guarantees.

17. Limitation of Liability

17.1 Liability Cap

17.2 Exclusion of Consequential Damages

WE ARE NOT LIABLE FOR:

• ❌ Indirect Damages: Lost profits, revenue, data, or business opportunities
• ❌ Consequential Damages: Costs of substitute services, business interruption
• ❌ Incidental Damages: Lost leads, campaigns, or marketing ROI
• ❌ Punitive Damages: Punitive or exemplary damages
• ❌ Special Damages: Reputational harm, emotional distress

Even if such damages were foreseeable or we were advised of their possibility.

18. Indemnification

18.1 Your Obligation to Indemnify

You agree to defend, indemnify, and hold harmless Chiflows, its affiliates, officers, directors, employees, contractors, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

18.2 Defense and Settlement

If a claim arises that triggers your indemnification obligation:

• We Control Defense: Chiflows has the right to assume exclusive defense and control (at your expense)
• You Cooperate: You must provide reasonable cooperation and information
• No Settlement Without Consent: You may not settle any claim without our prior written consent
• You Pay Costs: You reimburse all defense costs, settlements, and judgments

18.3 Notification

We will notify you of any indemnifiable claim within 30 days of becoming aware of it (failure to notify does not excuse your obligation unless you are materially prejudiced).

19. Dispute Resolution

19.1 Informal Resolution First

Before filing any formal dispute, you must first attempt to resolve it informally by contacting us at legal@chiflows.io with:

• Subject line: "Formal Dispute Notice - [Your Name]"
• Description of the dispute and desired resolution
• Supporting documentation

We will attempt to resolve the dispute within 60 days. If unresolved, either party may proceed to arbitration.

19.2 Binding Arbitration

If informal resolution fails, disputes will be resolved by binding arbitration administered by:

• Arbitration Provider: American Arbitration Association (AAA) under its Commercial Arbitration Rules
• Location: Virtual/online arbitration (or mutually agreed location)
• Language: English
• Arbitrator: Single neutral arbitrator mutually agreed upon (or appointed by AAA)
• Fees: Each party pays their own costs (AAA filing fees split 50/50 unless waived for financial hardship)
• Decision: Arbitrator's decision is final and binding, enforceable in any court

19.3 Class Action Waiver

19.4 Exceptions to Arbitration

The following disputes are exempt from arbitration and may be brought in court:

• Intellectual property infringement claims (trademarks, copyrights, patents, trade secrets)
• Small claims court actions (if they qualify under jurisdictional limits)
• Injunctive relief for immediate harm (temporary restraining orders)

19.5 Opt-Out Right (30 Days)

You may opt out of the arbitration agreement by emailing legal@chiflows.io within 30 days of first accepting these Terms:

• Subject line: "Arbitration Opt-Out"
• Include: Full name, email address, account creation date
• State: "I opt out of the arbitration agreement in Section 19"

Opting out does not affect any other part of these Terms.

20. Governing Law and Jurisdiction

20.1 Applicable Law

These Terms are governed by and construed in accordance with the laws of [To be specified upon formal business registration], without regard to its conflict of law principles.

20.2 Jurisdiction for Non-Arbitrable Disputes

For disputes not subject to arbitration (see Section 19.4), you agree to the exclusive jurisdiction of courts located in [To be specified upon registration].

20.3 International Users

If you access the Service from outside [jurisdiction], you are responsible for compliance with local laws. Our Privacy Policy addresses GDPR (EU) and CCPA (California) requirements.

20.4 UN Convention Disclaimer

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

21. Changes to These Terms

21.1 Right to Modify

We reserve the right to update these Terms at any time. Changes become effective when we post the updated Terms on our website.

21.2 Notification of Changes

For material changes (changes that significantly affect your rights or obligations), we will notify you via:

• Email: Sent to your registered email address at least 30 days before the effective date
• In-App Notice: Banner notification when you log in
• Website: Prominent notice on our homepage

21.3 Your Options

If you disagree with updated Terms:

• Cancel: You may cancel your subscription before the effective date (see Section 15.1)
• Continued Use = Acceptance: If you continue using the Service after the effective date, you accept the new Terms
• No Refunds: Cancellation due to Terms changes does not entitle you to refunds

21.4 Version History

The "Last Updated" date at the top of this page indicates when Terms were last modified. Previous versions are available upon request at legal@chiflows.io.

22. General Provisions

22.1 Entire Agreement

These Terms, together with our Privacy Policy and any referenced policies, constitute the entire agreement between you and Chiflows. They supersede all prior or contemporaneous communications, proposals, or agreements (oral or written).

22.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable (or removed if not possible).

22.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. No waiver is effective unless in writing and signed by an authorized Chiflows representative.

22.4 Assignment

• You: You may not assign or transfer your rights under these Terms without our prior written consent
• Us: We may assign these Terms (including to affiliates, successors, or acquirers) without your consent

22.5 Force Majeure

We are not liable for delays or failures in performance caused by events beyond our reasonable control, including:

• Natural disasters (earthquakes, floods, fires)
• War, terrorism, civil unrest
• Government actions, embargoes, sanctions
• Internet or telecommunications failures
• Third-party service outages (Supabase, Anthropic, Stripe, etc.)
• Pandemics or public health emergencies

If a force majeure event lasts longer than 30 consecutive days, either party may terminate the affected subscription with written notice.

22.6 No Third-Party Beneficiaries

These Terms are for your and our benefit only. No third party (including leads, clients, or service providers) has any right to enforce any provision.

22.7 Survival

Provisions that by their nature should survive termination will survive, including:

• Intellectual Property (Section 10)
• User Content licenses (Section 11.2)
• Payment obligations (Section 4)
• Warranties disclaimers (Section 16)
• Limitation of Liability (Section 17)
• Indemnification (Section 18)
• Dispute Resolution (Section 19)
• Governing Law (Section 20)

22.8 Interpretation

In these Terms:

• "Including" means "including but not limited to"
• "Or" is not exclusive (can mean "and/or")
• Headings are for convenience only and do not affect interpretation
• Singular includes plural and vice versa
• "You" includes your authorized agents, employees, or representatives

22.9 Export Compliance

You agree to comply with all applicable export and import control laws. You may not use the Service if you are located in a country embargoed by the United States or are on the U.S. Treasury Department's list of Specially Designated Nationals.

22.10 Language

These Terms are drafted in English. Any translations are provided for convenience only. In the event of conflict, the English version prevails.

23. Contact Information

For questions, concerns, or notices regarding these Terms: