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IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service (the “Terms” or “Agreement”) form a legally binding contract between you (“you”, “your” or the “Client”) and SmartStyle Pte. Ltd., a company incorporated in Singapore, together with its affiliates (“ChatBooster”, “we”, “us” or “our”). By creating an account, accessing the Website, clicking “I agree” (or similar), subscribing to a Plan, or using the Services in any manner, you confirm that you have read, understood and agree to be bound by this Agreement, the Privacy Policy, and any applicable Order Form, Plan description, Add-on terms, Data Processing Addendum and Acceptable Use Policy (together, the “Agreement”). If you do not agree, you must not access or use the Services.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case “you” and “Client” refer to that entity. If you do not have such authority, you must not accept this Agreement or use the Services.

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1. Definitions

• “Account” means the registered account created by the Client to access the Services, including all Workspaces, Users and Sub-accounts under it.

• “Add-on” means an optional paid feature, module, channel, capacity unit, capability or service that may be enabled in addition to a Plan, including without limitation Monthly Active Contacts (MAC) capacity, AI consumption units (such as AI Tokens), additional Channels, additional broadcast or email volume, additional User seats, and any other item designated by ChatBooster from time to time as an Add-on.

• “Authorized User” means an individual employee, agent or contractor of the Client who is authorized by the Client to use the Services on its behalf under a User seat.

• “Billing Cycle” means the recurring period (monthly or annual) selected by the Client for which subscription Fees are charged in advance.

• “Channel” means a third-party messaging, social-media or communications platform integrated with the Services, or a first-party communications channel made available by ChatBooster (such as a Live Chat web widget). The set of supported Channels is determined by ChatBooster and published on the Website from time to time.

• “Client Data” means all data, content, messages, contacts, files, configurations and other information that the Client or its End Users submit to, transmit through, or generate via the Services, including Personal Data relating to End Users.

• “End User” means any individual customer, lead, follower, subscriber or contact of the Client who interacts with the Client through any Channel connected to the Services.

• “Fees” means the subscription, Add-on, usage, overage, professional services and other fees payable for the Services as set out on the Website, the in-app billing pages, an Order Form, or otherwise communicated by ChatBooster.

• “Monthly Active Contact” or “MAC” means a unique End User contact with whom the Client (including any automation, AI agent or Authorized User within the Workspace) sends or receives at least one message, comment reply, broadcast, automated interaction or email within a given Billing Cycle. The same contact counted multiple times within the same cycle counts as one (1) MAC for that cycle.

• “Order Form” means an ordering document, online checkout confirmation, quote or proposal accepted by the Client that references this Agreement.

• “Personal Data” has the meaning given under applicable data protection laws, including the Singapore Personal Data Protection Act 2012 (“PDPA”), the EU/UK General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act / California Privacy Rights Act (“CCPA/CPRA”), Brazil’s LGPD and other equivalent laws.

• “Plan” means the subscription tier selected by the Client (whether free or paid, including any consumer, professional, business, enterprise or other plan offered by ChatBooster from time to time) with the features, limits and Fees described on the Website or in the Order Form. The set of available Plans, their names, inclusions and Fees may change from time to time.

• “Services” means the ChatBooster software-as-a-service platform, including the Website, the web application, mobile applications, APIs, the Channels, Features, Solutions, Add-ons, and any related content, documentation and support, as further described in Section 2.

• “Website” means www.chatbooster.ai, app.chatbooster.ai, doc.chatbooster.ai and any other domain or sub-domain operated by ChatBooster.

• “Workspace” means an isolated environment within the Account containing Channels, Users, contacts, automations, configurations and Client Data, to which subscription Plans, MAC tiers and Add-ons are applied.

 

1.1 Interpretation

In this Agreement: (a) the words “including”, “includes”, “such as”, “for example”, “e.g.” and “in particular” are illustrative and do not limit the scope of the words preceding them; (b) any reference to a specific Channel, Channel Operator, AI Provider, infrastructure provider, feature, Solution, Add-on, Plan, brand name, product name, capacity figure, tier or numerical value is provided for illustration as of the date of these Terms and may change from time to time; (c) the authoritative description of any feature, Channel, Plan, Add-on, MAC tier or Fee at any point in time is the version published by ChatBooster on the Website, the in-app product or billing pages, or the applicable Order Form, as the case may be; and (d) the singular includes the plural and vice versa.

 

2. The Services

 

2.1 Description

ChatBooster is a global, conversational commerce and customer-engagement SaaS platform that consolidates messaging across multiple channels and provides automation, AI, CRM, marketing, broadcasting, analytics and sales-conversion tools. The Services include the platforms, features, solutions, integrations and capabilities that ChatBooster makes generally available from time to time, the current scope of which is described on the Website and in the in-app product pages. ChatBooster develops and improves the Services continuously, and the specific channels, features, solutions, modules, capacities, capabilities and integrations described in any marketing material or this Section 2 are illustrative only and may be added, removed, renamed, re-bundled, re-priced, modified, deprecated, suspended or replaced from time to time in accordance with this Agreement (in particular Sections 5.10 and 9.4).

 

2.2 Platforms (Channels)

The Services interoperate with a range of third-party messaging and social-media platforms (each a “Channel”), the available set of which evolves over time and is determined by ChatBooster in light of customer demand, third-party platform terms and commercial considerations. The list of Channels currently supported is published on the Website. Examples of Channels supported as of the date of these Terms include, without limitation, messaging APIs and applications offered by Meta Platforms (such as WhatsApp Cloud API and Business App, Facebook Messenger, Instagram and Threads), LINE Corporation (LINE Messaging API), and a first-party Live Chat web widget. ChatBooster may add new Channels or discontinue existing Channels at any time.

 

2.3 Features

The Services include a range of features that support customer engagement, automation, communication, growth and sales conversion, the available set of which is published on the Website. Examples of features available as of the date of these Terms include, without limitation: (a) automation and growth tools (such as an automation/flow builder, automated social engagement, follower-growth and click-to-chat tools); (b) communication and management tools (such as an AI-powered moderation and comment-protection tool, unified inbox integration, contacts and CRM management, broadcast, multi-channel coexistence connectors and automated email nurturing); and (c) sales and conversion tools (such as advertising-platform conversion APIs, click-to-chat advertising integrations, coupon/promotion modules and chat-flow forms). The naming, scope and availability of each feature may change over time.

 

2.4 Solutions

ChatBooster also offers higher-level “Solutions”, which package features into use-case- or vertical-specific configurations (such as AI-agent orchestration, sales-team visibility, marketing solutions, customer-service solutions, eCommerce, influencer and Social CRM solutions). The specific Solutions on offer at any given time, the brand names under which they are marketed, and the features they include are determined by ChatBooster and may change.

 

2.5 Beta, NEW or Preview Features

ChatBooster may from time to time make features labeled “NEW”, “Beta”, “Preview”, “Early Access” or similar available to the Client. Such features are provided “AS IS” and may be modified, suspended or withdrawn at any time without notice. They may not be subject to the same uptime, support or warranty commitments as generally-available Services.

 

2.6 Third-Party Services and Channel Policies

The Services interoperate with third-party platforms (including, by way of example, messaging-platform operators, social-media operators and AI model providers). The Client’s use of those platforms via the Services is subject to the relevant third-party terms, policies and acceptable-use rules made available by the relevant platform from time to time (including, by way of example only, business-messaging policies, commerce policies, platform terms, community standards and developer terms applicable to the connected Channels), collectively the “Channel Policies”. The Client is solely responsible for complying with all applicable Channel Policies. ChatBooster may suspend or restrict any feature, Channel or Account to comply with Channel Policies or instructions from third-party providers.

 

3. Eligibility, Accounts and Authorized Users

 

3.1 Eligibility

The Client represents and warrants that: (a) it is at least the age of majority in its jurisdiction (and in any event at least 18 years old, or 13 with verifiable parental consent where permitted by applicable law); (b) it has full legal capacity to enter into this Agreement; (c) it is not barred from receiving the Services under the laws of Singapore, the United States, the European Union, the United Kingdom, or any other jurisdiction applicable to the Client; and (d) it is not located in, or a national or resident of, any country or region subject to comprehensive sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Zaporizhzhia and Kherson regions), and is not on any sanctioned-party list maintained by Singapore, the United States, the European Union, the United Kingdom or the United Nations.

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3.2 Account Registration

The Client must provide accurate, current and complete information when registering and keep such information up to date. The Client is responsible for safeguarding all credentials, API keys and access tokens, and for all activity occurring under its Account, whether or not authorized.

 

3.3 Authorized Users

The Client may permit Authorized Users to access the Services under its Account, up to the number of User seats included in the Plan. The Client is responsible for the acts and omissions of its Authorized Users as if they were the Client’s own and must ensure that all Authorized Users comply with this Agreement.

 

4. License and Acceptable Use

 

4.1 Right to Use

Subject to the Client’s continuous compliance with this Agreement and payment of all applicable Fees, ChatBooster grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term, solely for the Client’s internal business purposes.

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4.2 Acceptable Use Policy

The Client shall not, and shall not permit any Authorized User or third party to:

• use the Services in violation of any applicable law, regulation, sanctions regime or Channel Policy;

• send spam, unsolicited marketing, bulk messages without lawful basis or opt-in, phishing, scams, or content that infringes third-party rights;

• send or transmit any content that is illegal, defamatory, obscene, sexually explicit (including any material depicting minors), discriminatory, hateful, threatening, harassing, deceptive, or that promotes violence, terrorism, self-harm, illegal gambling, narcotics, weapons or other unlawful activity;

• upload or transmit malware, viruses, worms, trojan horses, time bombs or any other harmful code;

• attempt to gain unauthorized access to the Services, other Accounts, ChatBooster’s systems, or any third-party system connected through the Services;

• reverse engineer, decompile, disassemble, copy, modify, translate or create derivative works of the Services or any underlying technology, except to the extent expressly permitted by applicable law;

• crawl, scrape, harvest, index or mirror any part of the Services or Website except as permitted by ChatBooster in writing;

• rent, resell, sublicense, time-share or otherwise commercially exploit the Services other than as expressly authorized by ChatBooster (e.g., under a written reseller or partner agreement);

• interfere with or disrupt the integrity, security or performance of the Services or attempt to circumvent any usage limits, MAC tiers, rate limits, security measures or access controls;

• use the Services to develop, train or improve a competing product or service, or to benchmark the Services without ChatBooster’s prior written consent;

• collect, process or transmit special-category, sensitive or restricted Personal Data (such as biometric data, government identifiers, health, financial account or payment card data) via the Services unless expressly permitted by ChatBooster and applicable law; or

• use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use of the Services.

 

4.3 Fair Use

Where the Services (or any feature within the Services) are described as “unlimited”, “included”, or otherwise without a specified numerical cap (including, without limitation, unlimited contacts, unlimited tags, unlimited automations, unlimited emails, unlimited AI tokens on applicable Plans, storage, attachments, API calls, broadcast volume, comment auto-replies, contact imports, and inbox messages), such availability is subject to fair and reasonable use, judged by reference to (i) typical usage patterns of similarly-situated customers on the same Plan, (ii) the technical capacity of the Services, and (iii) the cost and stability of the underlying third-party platforms and infrastructure. ChatBooster reserves the right, at its sole discretion and without liability, to monitor usage and to throttle, rate-limit, suspend, restrict access to specific features, require an upgrade or Add-on purchase, or terminate Accounts that, in ChatBooster’s reasonable judgement: (a) consume a disproportionate share of system resources; (b) impair or threaten to impair the performance, security or availability of the Services for other customers (the “noisy neighbour” scenario); (c) circumvent or attempt to circumvent published or unpublished usage limits, MAC tiers, rate limits or quotas; (d) engage in patterns of use that are inconsistent with normal business use of the Services (such as automated mass account creation, bot-like or non-human traffic, artificial inflation of contacts, or use designed to extract bulk data); or (e) cause ChatBooster to incur unusually high third-party platform, AI provider, infrastructure or bandwidth costs. ChatBooster will use reasonable efforts to notify the Client and propose remediation before suspending core functionality, except where immediate action is necessary to protect the Services or other customers.

 

4.4 Enforcement

ChatBooster may, at its sole discretion and without prior notice, investigate suspected violations, remove or block content, throttle usage, suspend or terminate Channels, Workspaces or the Account, and cooperate with law enforcement and third-party platform providers (including any Channel operator or AI Provider) where required or appropriate.

 

5. Plans, Fees, Billing and Taxes

 

5.1 Plans and Fees

The Services are offered under a tiered model that may include free and paid Plans together with optional Add-ons. The Plans available at any given time, their inclusions, limits and Fees are set out on the Website, the in-app billing pages and/or the applicable Order Form, and may be updated from time to time in accordance with Section 5.8 and Section 5.10.

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5.2 Billing Cycle and Auto-Renewal

Paid Plans are billed in advance on a monthly or annual basis as selected by the Client. Unless otherwise stated in an Order Form, paid Plans and recurring Add-ons automatically renew at the end of each Billing Cycle at the then-current rates, until the Client cancels in accordance with Section 11. By providing a payment method, the Client authorizes ChatBooster (and its payment processors) to charge that method for all Fees as they become due.

 

5.3 Add-ons and Usage-Based Charges

Add-ons may be charged as: (a) flat recurring fees; (b) capacity-based fees that scale with usage (for example, MAC tiers — see Section 6); (c) consumption-based fees (for example, AI consumption units, additional broadcast volume, additional email volume or additional Channels); or (d) one-time fees. The Client is responsible for monitoring its usage. Overage and auto-upgrade charges are calculated according to the rules in Section 6 and in the documentation published on the Website from time to time.

 

5.4 Currency and Payment Methods

Unless otherwise stated, Fees are quoted and payable in United States Dollars (USD). ChatBooster may, at its discretion, offer billing in additional currencies (such as EUR, GBP, SGD, HKD, BRL, INR, AUD or others) for certain regions; in such cases the applicable currency, foreign exchange rates, payment processor and transaction fees will be shown at checkout or in the Order Form. The Client must use a valid payment method (credit card, supported digital wallet, or other method made available). The Client authorizes ChatBooster and its payment processors to store and use the payment method for recurring and one-time charges.

 

5.5 Taxes

All Fees are exclusive of any value-added tax (VAT), goods and services tax (GST), sales tax, consumption tax, digital services tax, withholding tax and any similar taxes, duties, levies or governmental charges (collectively, “Taxes”). The Client is solely responsible for all Taxes associated with its use of the Services, other than taxes based on ChatBooster’s net income. Where ChatBooster is required by law to collect Taxes, such Taxes will be added to the Client’s invoice and paid by the Client. If the Client is required to withhold any Tax from amounts payable to ChatBooster, the Client shall gross-up the payment so that ChatBooster receives the full amount it would have received absent such withholding.

 

5.6 Late Payment and Collection Costs

If any undisputed amount is not paid when due, ChatBooster may, without prejudice to any other rights: (a) charge interest at the lower of 1.5% per month (or part thereof) or the maximum rate permitted by law, accruing from the due date until paid in full; (b) suspend or restrict the Services until all overdue amounts are paid; and/or (c) charge the Client for all costs and expenses incurred by ChatBooster in recovering the unpaid balance, including without limitation reasonable legal and attorneys’ fees, court costs, arbitration costs, collection agency fees, dishonoured-payment / chargeback fees and any costs imposed by payment processors. All such amounts are immediately due and payable by the Client upon demand.

 

5.7 Refunds

Except where required by mandatory consumer-protection law, all Fees are non-refundable, including for partial Billing Cycles, unused Add-on capacity, unused AI consumption units, unused broadcast or email allowances, downgrades, or Channels or features that are removed. Refunds are not provided for dissatisfaction with optional, NEW, Beta or Preview features, or for performance issues, restrictions, throttling, content moderation decisions, account or template approval decisions, or suspensions caused by any third-party platform, Channel operator or AI Provider.

 

5.8 Price Changes

ChatBooster may modify Fees, Plan inclusions and Add-on pricing from time to time. For paid Plans, ChatBooster will provide at least thirty (30) days’ prior notice of any price increase by email or in-app notification. Price changes take effect at the start of the next Billing Cycle following the notice period. The Client’s continued use of the paid Services after the effective date constitutes acceptance of the new Fees; if the Client does not accept, it may cancel as set out in Section 11.

 

5.9 No Future Reliance; No Roadmap Commitment

The Client acknowledges and agrees that its decision to subscribe to, renew or pay for any Plan or Add-on is based solely on the features, functionality, capacity and Channels actually made generally available in the Services as of the date of purchase, and not on any oral or written statement, demonstration, marketing material, sales pitch, public or private roadmap, comment from ChatBooster personnel, NEW/Beta/Preview feature, or expected future feature, integration, capability, performance improvement or third-party platform support. ChatBooster makes no commitment to develop, release or maintain any particular feature, Channel, Solution or integration, and any forward-looking statement is for informational purposes only. The Client shall not have any right to terminate, refund, set off or reduce any Fee on the basis of unmet roadmap expectations or undelivered future features.

 

5.10 Right to Deprecate Features, Channels and Integrations

ChatBooster expressly reserves the right, at its sole discretion and without liability or any obligation to refund (in whole or in part) any Fee, AI consumption unit or pre-paid amount, to modify, deprecate, sunset, retire, discontinue or remove any feature, Channel, Solution, integration, API, Add-on or capability of the Services at any time, including where: (a) any third-party platform, Channel operator or AI Provider changes, restricts, reprices, suspends or terminates its API, terms, policies or availability; (b) the feature is in NEW, Beta, Preview or limited-release status; (c) the feature is no longer commercially, technically or operationally viable; (d) the change is necessary for security, compliance, legal, regulatory or safety reasons; or (e) the feature is being replaced or superseded by an alternative capability. Where reasonably practicable, ChatBooster will provide advance notice of any deprecation that materially affects the Client and may, at its discretion, offer migration assistance or an equivalent feature. The Client’s sole remedy for any deprecation that materially and adversely affects its use of the Services is to terminate the affected paid Plan or Add-on with effect from the next Billing Cycle in accordance with Section 11.

 

6. Monthly Active Contacts (MAC), Tier Upgrades and Auto-Upgrade

 

6.1 MAC Add-on

Certain paid Plans (and customised Enterprise-style configurations agreed under an Order Form) determine pricing by reference to a Monthly Active Contacts (MAC) tier purchased by the Client as the MAC Add-on. Each Workspace is assigned a MAC tier limit at the start of each Billing Cycle. Usage is measured per Workspace, per Billing Cycle.

 

6.2 MAC Tier Ladder

ChatBooster publishes, on the Website and/or in the in-app billing pages, a standard ladder of MAC tiers in ascending order of MAC capacity, together with the Fees applicable to each tier (the “MAC Tier Ladder”). The MAC Tier Ladder, the specific tiers it comprises, the capacity associated with each tier and the corresponding Fees may be added to, removed, renumbered, re-paced or otherwise updated by ChatBooster from time to time. The MAC Tier Ladder published on the Website (or in-app) at any given point in time is conclusive for that point in time. Bespoke MAC tiers may be made available to Enterprise customers under an Order Form. Changes to MAC tier Fees that materially affect the Client are subject to the price-change notice mechanism in Section 5.8.

 

6.3 Auto-Upgrade Toggle

The Client may enable or disable an “Auto-Upgrade” toggle in the workspace billing settings. When the Auto-Upgrade toggle is enabled, the system will automatically upgrade the Workspace’s MAC tier to the next tier on the MAC Tier Ladder as soon as usage exceeds the current tier limit. By way of illustration, if the current tier capacity is X MACs, the upgrade is triggered when the (X+1)th unique Monthly Active Contact is recorded in that Billing Cycle, and the tier is automatically increased to the next tier on the MAC Tier Ladder then in effect.

Auto-Upgrade may trigger multiple times within a single Billing Cycle if usage continues to grow, with each trigger advancing the Workspace to the next tier on the MAC Tier Ladder. There is no daily or per-cycle cap on the number of Auto-Upgrade events, unless one is explicitly configured for the Workspace under an Order Form.

 

6.4 Prorated Charges and Invoicing

Each Auto-Upgrade results in a prorated charge equal to the difference between the new tier’s monthly Fee and the previous tier’s monthly Fee, prorated over the remainder of the current Billing Cycle. Each such prorated charge is accumulated and added to the Client’s next scheduled invoice (and, where applicable, charged to the Client’s stored payment method). For annual Plans, prorated Auto-Upgrade charges may be invoiced monthly or at the next anniversary, as configured for the Workspace.

 

6.5 Non-Reversibility

Tier upgrades (whether triggered manually by the Client or automatically by the Auto-Upgrade feature) are not reversible within the same Billing Cycle. The Client may downgrade to a lower MAC tier with effect from the start of the next Billing Cycle, subject to the lower tier’s limits.

 

6.6 Disabling Auto-Upgrade

When the Auto-Upgrade toggle is disabled, no automatic upgrade will occur. However, once the Workspace exceeds the current MAC tier limit within a Billing Cycle, ChatBooster may, in its sole discretion: (a) throttle or restrict messaging, automation, broadcast and AI features for the Workspace until the Client manually upgrades to a higher tier; and/or (b) bill overage Fees at the per-MAC rate published on the Website. The Client is responsible for monitoring its usage and electing to enable or disable Auto-Upgrade according to its commercial preferences.

 

6.7 Scope of Auto-Upgrade Feature

The Auto-Upgrade feature applies to the Monthly Active Contacts Add-on only. Other Add-ons (including, without limitation, AI consumption units, additional Channels, broadcast or email volume, and feature-based modules) are not affected by the Auto-Upgrade toggle and are governed by their own usage, top-up or upgrade rules as published by ChatBooster from time to time.

 

6.8 Cancellation and Outstanding Charges

Any outstanding Fees arising from tier upgrades, Auto-Upgrade events and Add-on changes (including unbilled prorated charges accrued during the then-current Billing Cycle) will be invoiced and become immediately due and payable upon cancellation, downgrade or termination of the Plan or the Account.

 

7. Client Data; Privacy; Data Processing

 

7.1 Ownership of Client Data

As between the Client and ChatBooster, the Client retains all right, title and interest in and to the Client Data. The Client grants ChatBooster a worldwide, non-exclusive, royalty-free, sub-licensable (to ChatBooster’s sub-processors), transferable right to host, store, process, transmit, copy, display, reformat and otherwise use the Client Data solely as necessary to provide, secure, maintain and improve the Services, to comply with law, and as otherwise permitted under this Agreement and the Privacy Policy.

 

7.2 Anonymized and Aggregated Data

ChatBooster may collect, use and disclose anonymized, de-identified and aggregated data derived from the operation of the Services (which does not identify any individual or the Client) for any lawful business purpose, including improving the Services, analytics, benchmarking, research, model training, and product development.

 

7.3 Privacy

ChatBooster’s collection and processing of Personal Data are described in the Privacy Policy available at https://www.chatbooster.ai/privacy, which is incorporated into this Agreement by reference. By accepting this Agreement, the Client acknowledges that it has read and understood the Privacy Policy.

 

7.4 Data Processing Addendum (DPA)

To the extent that ChatBooster processes Personal Data on behalf of the Client as a processor (or “service provider” under the CCPA/CPRA) in connection with the Services, the parties shall be bound by the ChatBooster Data Processing Addendum (the “DPA”) made available on the Website. The DPA includes the European Commission Standard Contractual Clauses, the UK International Data Transfer Addendum, the Swiss FDPIC clauses, and equivalent transfer mechanisms (or successor mechanisms) for cross-border transfers, as applicable. The DPA prevails over this Agreement in respect of the processing of Personal Data.

 

7.5 Client Responsibilities Regarding Personal Data

The Client is the controller (or business) of the Personal Data it processes through the Services. The Client represents, warrants and covenants that:

• it has a valid legal basis (including, where required, prior opt-in consent) to collect, process and transmit Personal Data of End Users through the Services and via the connected Channels;

• it has provided End Users with all required notices and disclosures (including a publicly accessible privacy policy on its websites and properties);

• it complies with all applicable data protection, anti-spam, marketing and electronic communications laws (including PDPA, GDPR, UK GDPR, ePrivacy/PECR, CCPA/CPRA, LGPD, CASL, the Australian Spam Act 2003, and equivalents);

• it honors End User rights (access, rectification, deletion, objection, opt-out of marketing) and forwards or handles such requests in a timely manner;

• it will not upload or transmit Personal Data outside the categories permitted by ChatBooster, the relevant Channel Policies, or applicable law; and

• it indemnifies ChatBooster against any claim by an End User or regulator resulting from the Client’s failure to comply with this Section 7.5.

 

7.6 Security

ChatBooster maintains commercially reasonable administrative, technical, organizational and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration and destruction, including encryption in transit, access controls, logging, and regular security reviews. Despite these measures, no system is completely secure; ChatBooster does not guarantee that Client Data will be free from unauthorized access or loss. The Client is responsible for configuring its Account securely (including strong passwords, two-factor authentication where available, and prudent management of API keys and Authorized Users).

 

7.7 Government and Third-Party Requests

ChatBooster may disclose Client Data where required by law, court order or binding governmental request, or where reasonably necessary to protect the rights, property or safety of ChatBooster, its users or the public. Where legally permitted, ChatBooster will use reasonable efforts to notify the Client of such request.

 

8. Intellectual Property

 

8.1 ChatBooster IP

ChatBooster and its licensors own and retain all right, title and interest in and to the Services, the Website, the underlying software, models, documentation, templates, look-and-feel, design, all ChatBooster product, feature and Solution names (whether or not bearing the marks ™ or ®, and as updated, added or rebranded from time to time), ChatBooster trademarks, logos, trade dress and all related intellectual property rights. Nothing in this Agreement transfers any ownership rights to the Client. All rights not expressly granted are reserved.

 

8.2 Feedback

If the Client provides ChatBooster with suggestions, ideas, enhancement requests, feedback, recommendations or other input regarding the Services (“Feedback”), ChatBooster may freely use, exploit and incorporate such Feedback into its products and services without any obligation, attribution or compensation to the Client.

 

8.3 Publicity

The Client agrees that ChatBooster may identify the Client as a customer of ChatBooster and use the Client’s name and logo (in a manner consistent with the Client’s brand guidelines, where provided) on the Website, in marketing materials and in customer lists, until the Client requests in writing that ChatBooster cease such use.

 

9. Artificial Intelligence Features and AI Outputs

 

9.1 AI-Powered Services

Certain features of the Services (including, by way of example, AI agent orchestration, AI-powered moderation and content protection, and AI-assisted automation and analytics, as offered by ChatBooster from time to time) use machine-learning models (including third-party models). The Client acknowledges that AI Outputs may be inaccurate, incomplete, biased, outdated or otherwise unsuitable for a particular purpose, and that AI Output should be reviewed by a human before being relied upon for any material decision (including legal, financial, medical, employment or safety-related decisions).

 

9.2 Inputs and Outputs

The Client retains rights in the inputs it provides to AI features (“AI Inputs”) and, as between the parties and to the extent permitted by applicable law and the underlying model provider’s terms, in the AI Outputs generated for it. The Client is solely responsible for the AI Inputs it provides and for the use it makes of any AI Output.

 

9.3 AI Consumption Units

Use of AI features may consume AI tokens or other usage units (collectively, “AI Consumption Units”), the unit name, definition, conversion rate and consumption methodology of which are determined by ChatBooster and may change from time to time. AI Consumption Units consumed are not refundable, do not roll over between Billing Cycles unless expressly stated, and may be subject to fair-use limits, rate limits, and abuse-prevention controls.

 

9.4 Third-Party AI Model Dependencies

The AI features of the Services are powered, in whole or in part, by third-party large language models, machine-learning systems and AI infrastructure providers (collectively, the “AI Providers”). The identity of any particular AI Provider is determined by ChatBooster and may change at any time. The Client acknowledges that ChatBooster does not own, operate or control the AI Providers and that the availability, performance, latency, accuracy, output quality, pricing, model versions, context windows, rate limits, usage quotas and terms of use of AI Provider services are determined solely by the AI Providers and may change at any time without notice to ChatBooster. ChatBooster shall not be liable to the Client, and the Client shall have no right to any refund, credit or set-off, in respect of any disruption, restriction, error, output degradation, content filtering decision, suspension, or unavailability resulting from any act, omission, change, repricing or policy decision of any AI Provider. ChatBooster expressly reserves the right, at its sole discretion and at any time, to: (a) substitute one AI Provider or model for another; (b) restrict, throttle or recalibrate the rate at which AI Consumption Units are consumed or the volume of AI Output that may be generated; (c) update the AI Consumption Unit definition, conversion rate, pricing or consumption methodology to reflect changes in upstream AI Provider pricing or cost-to-serve; (d) pass through to the Client (with thirty (30) days’ notice for material increases on paid Plans) any material price increase imposed by an AI Provider; (e) discontinue any AI-powered feature in accordance with Section 5.10; or (f) impose new fair-use limits on AI features to protect platform stability and economics.

 

9.5 Restrictions

The Client shall not (and shall not permit any party to): (a) use the AI features to generate content that violates the Acceptable Use Policy; (b) attempt to extract, reverse engineer or distil the underlying models; (c) use the AI Outputs to develop a competing AI service; or (d) hold out AI Outputs as professional advice without appropriate human review and any required licensing.

 

10. Channel-Specific and Integration-Specific Terms

 

10.1 Third-Party Channel Operators

Each Channel connected to the Services is operated by a third party (each, a “Channel Operator”). The Client’s use of a Channel through the Services is subject to the Channel Operator’s own terms, policies, technical requirements, messaging windows, opt-in and consent requirements, template, content and commerce restrictions, rate-limiting, quality-rating systems, approval and verification processes, and pricing (collectively, the “Channel Operator Terms”). The Channel Operator Terms may change at any time without notice to ChatBooster. The Client is responsible for reviewing and complying with all Channel Operator Terms applicable to each Channel it uses. ChatBooster does not control, approve or otherwise determine messaging approvals, throttling, suspensions, content moderation or pricing decisions by any Channel Operator, and shall not be liable for any disruption, restriction or cost resulting from such decisions.

 

10.2 Advertising and Conversion Integrations

Where the Services include advertising-platform or conversion-tracking integrations, the Client remains solely responsible for its advertising account(s) with the relevant third-party platform, its advertising budget, advertising content and creative, conversion event configuration, and any data shared with the third-party platform via such integration. ChatBooster acts solely as a connector and does not purchase or place media on the Client’s behalf unless expressly agreed in an Order Form.

 

10.3 Web Widgets, Email and Other First-Party Channels

Where the Services include first-party Channels (such as a web chat widget, email nurturing, or any future first-party channel), the Client may deploy such Channels only on websites, properties, recipient lists or audiences for which it has the necessary rights, lawful basis and consents. The Client is responsible for cookie disclosures and consent management on its properties, and for including unsubscribe mechanisms and sender identification in electronic marketing communications as required by applicable law.

 

10.4 New Channels and Integrations

ChatBooster may introduce additional Channels, integrations and connectors from time to time. Any Channel- or integration-specific terms ChatBooster publishes (whether in supplemental terms, in-app, in product documentation or on the Website) shall be deemed incorporated into this Agreement as of the date the Client first uses the relevant Channel or integration. In case of conflict between such Channel-specific terms and these Terms, the Channel-specific terms shall prevail in respect of the relevant Channel only.

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11. Term, Suspension and Termination

 

11.1 Term

This Agreement begins on the date the Client first accepts it (or first accesses the Services) and continues until terminated in accordance with this Section 11.

 

11.2 Cancellation by the Client

The Client may cancel a paid Plan or Add-on at any time through the in-app billing settings or by contacting cs@chatbooster.ai. Cancellation takes effect at the end of the then-current Billing Cycle; the Client will retain access to the paid Services until that date and will not be entitled to a refund of pre-paid Fees, except as required by mandatory law.

 

11.3 Suspension by ChatBooster

ChatBooster may suspend, restrict or limit the Client’s access to all or part of the Services without liability, with or without notice, if: (a) the Client breaches this Agreement or any Channel Policy; (b) the Client’s use poses a security, legal or reputational risk; (c) the Client fails to pay any undisputed Fee when due; (d) required by law, court order or third-party platform; or (e) the Client is involved in fraudulent, abusive or unlawful activity.

 

11.4 Termination for Cause

Either party may terminate this Agreement for cause if the other party materially breaches the Agreement and fails to cure within thirty (30) days after written notice (or immediately, in the case of breaches that cannot reasonably be cured). ChatBooster may also terminate immediately for any breach of Sections 4 (Acceptable Use), 5 (payment), 7 (Privacy and Data) or 8 (IP).

 

11.5 Termination for Convenience

ChatBooster may terminate any free or unpaid Plan at any time without cause on reasonable notice. ChatBooster may terminate any paid Plan on thirty (30) days’ prior written notice without cause, in which case it will refund any pre-paid Fees attributable to the period after the effective date of termination.

 

11.6 Effects of Termination

Upon termination or expiration: (a) the Client’s right to access and use the Services immediately ceases; (b) all outstanding Fees (including accrued Auto-Upgrade, overage, Add-on and Tax amounts) become immediately due and payable; (c) ChatBooster may delete or anonymize Client Data after a reasonable retention period (typically thirty (30) to ninety (90) days, subject to legal retention obligations), and the Client should export its data before termination; and (d) Sections that by their nature should survive termination (including Definitions, Fees, IP, Confidentiality, Indemnity, Warranty Disclaimer, Limitation of Liability, Governing Law and Dispute Resolution) shall survive.

 

12. Warranties and Disclaimers

 

12.1 Mutual

Each party represents and warrants that it has the legal authority to enter into this Agreement and to perform its obligations hereunder.

 

12.2 No Implied Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, AI OUTPUTS, WEBSITE AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT (INCLUDING CLIENT DATA OR AI OUTPUT) WILL BE PRESERVED OR SECURE. CHATBOOSTER MAKES NO WARRANTY REGARDING ANY THIRD-PARTY PLATFORM, CHANNEL OPERATOR, AI PROVIDER OR INFRASTRUCTURE PROVIDER.

 

12.3 Consumer Rights

Where the Client is a consumer and applicable law confers warranties or rights that cannot be excluded or limited, those rights apply notwithstanding this Section 12 to the extent required.

 

13. Indemnification

 

13.1 By the Client

The Client shall defend, indemnify and hold harmless ChatBooster and its affiliates, officers, directors, employees, agents, suppliers, AI Providers and licensors from and against any and all claims, damages, losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys’ fees, expert fees and court or arbitration costs) arising out of or relating to: (a) the Client Data, including any Personal Data of End Users; (b) the Client’s use of the Services in violation of this Agreement, applicable law or any Channel Policy; (c) the content of any message, broadcast, comment reply, ad, email or other communication sent by the Client through the Services; (d) any dispute between the Client and an End User or third party; (e) the Client’s breach of Section 7.5 (Client Responsibilities Regarding Personal Data); (f) any AI Input that the Client (or any Authorized User or End User on the Client’s behalf) submits to, uploads to, references in, or processes through any AI feature of the Services, including any claim that such AI Input or the resulting AI Output infringes, misappropriates or violates any copyright, trademark, trade secret, right of publicity, privacy right, moral right, database right or other intellectual property or proprietary right of any third party; and (g) any unauthorized use of the Account, API keys or credentials issued to the Client.

ChatBooster reserves the right, at the Client’s expense and upon written notice to the Client, to assume the exclusive defense and control of any claim or matter for which the Client is required to indemnify ChatBooster under this Section 13.1. If ChatBooster elects to do so, the Client shall: (i) reasonably cooperate with ChatBooster and its chosen counsel in the defense, including making personnel, witnesses and documents available; (ii) not settle, compromise or admit liability in respect of any such claim without ChatBooster’s prior written consent; and (iii) reimburse ChatBooster for all reasonable costs, expenses and attorneys’ fees incurred in connection with such defense. In all cases, the Client may not enter into any settlement that imposes any obligation, liability, admission of fault or restriction on ChatBooster without ChatBooster’s prior written consent.

 

13.2 By ChatBooster

ChatBooster shall defend the Client against any third-party claim alleging that the Services, as provided by ChatBooster and used in accordance with this Agreement, infringe such third party’s intellectual property rights, and pay damages and costs finally awarded against the Client (or agreed in settlement) attributable to such claim, provided that the Client: (i) promptly notifies ChatBooster in writing; (ii) gives ChatBooster sole control of the defense and settlement; and (iii) provides reasonable cooperation. ChatBooster has no obligation under this Section 13.2 for any claim arising from: Client Data; the Client’s combination of the Services with other products or services; modifications to the Services not made by ChatBooster; use of the Services after notice of alleged infringement; or use of Beta features. If the Services are or are likely to become subject to an infringement claim, ChatBooster may, at its option: (1) procure the right to continue use; (2) modify or replace the Services to make them non-infringing; or (3) terminate the affected Services and refund any unused pre-paid Fees. This Section 13.2 states ChatBooster’s entire liability and the Client’s exclusive remedy for any claim of intellectual property infringement.

 

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHATBOOSTER OR ITS AFFILIATES, SUPPLIERS, AI PROVIDERS OR LICENSORS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; (B) LOSS OF PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, OPPORTUNITIES, OR DATA; (C) BUSINESS INTERRUPTION OR COST OF SUBSTITUTE GOODS OR SERVICES; OR (D) MATTERS BEYOND CHATBOOSTER’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION: (i) ACTIONS, OMISSIONS, OUTAGES, RATE-LIMITING, POLICY CHANGES, REPRICING, SUSPENSIONS OR TERMINATIONS BY ANY CHANNEL, CHANNEL OPERATOR OR OTHER THIRD-PARTY PLATFORM; (ii) ACTIONS, OMISSIONS, OUTAGES, MODEL CHANGES, OUTPUT FILTERING, REPRICING OR RATE-LIMITING BY ANY AI PROVIDER; (iii) FAILURES, OUTAGES, DEGRADATION, MISCONFIGURATION OR SECURITY INCIDENTS ATTRIBUTABLE TO CLOUD HOSTING, COMPUTE, STORAGE, CONTENT-DELIVERY, NETWORK, DOMAIN NAME SYSTEM, PAYMENT-PROCESSING, EMAIL-DELIVERY OR OTHER INFRASTRUCTURE PROVIDERS USED BY OR ON BEHALF OF CHATBOOSTER OR ITS SUB-PROCESSORS; (iv) ZERO-DAY VULNERABILITIES, NEWLY-DISCLOSED EXPLOITS, NOVEL ATTACK VECTORS OR OTHER SECURITY INCIDENTS THAT COULD NOT REASONABLY HAVE BEEN PREVENTED USING THEN-CURRENT INDUSTRY-STANDARD SAFEGUARDS; (v) INTERNET SERVICE PROVIDERS, MOBILE CARRIERS, BROWSER VENDORS OR DEVICE MANUFACTURERS; OR (vi) FORCE MAJEURE EVENTS AS SET OUT IN SECTION 17; IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATBOOSTER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OR ANY RELATED MATTERS, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO CHATBOOSTER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED UNITED STATES DOLLARS (US$100).

TIME BAR. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE RELATIONSHIP BETWEEN THE PARTIES MUST BE COMMENCED (BY FILING AN ARBITRATION DEMAND OR, WHERE PERMITTED UNDER SECTION 18.3, A COURT PROCEEDING) WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST AROSE OR THE CLAIMANT FIRST KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM, WHICHEVER IS EARLIER. ANY CLAIM NOT BROUGHT WITHIN THIS PERIOD IS PERMANENTLY BARRED. THIS TIME BAR DOES NOT APPLY TO (A) ACTIONS TO RECOVER UNPAID FEES, OR (B) WHERE A SHORTER OR LONGER LIMITATION PERIOD IS MANDATORILY IMPOSED BY APPLICABLE LAW AND CANNOT BE CONTRACTUALLY VARIED.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, death or personal injury caused by negligence, or any non-excludable statutory consumer rights.

 

15. Confidentiality

Each party (the “Receiving Party”) may have access to non-public information of the other party (the “Disclosing Party”) that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). The Receiving Party shall: (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, advisors and contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is publicly known through no fault of the Receiving Party, was already known to the Receiving Party without restriction, is independently developed without use of the Disclosing Party’s Confidential Information, or is rightfully received from a third party without restriction. The Receiving Party may disclose Confidential Information to the extent required by law, provided that, where legally permitted, it gives prompt notice and reasonable assistance to the Disclosing Party to contest the disclosure.

 

16. International Use and Export

The Services are operated from Singapore and other regions where ChatBooster or its sub-processors maintain infrastructure. The Client agrees that the Services may be accessed and used internationally and that Client Data may be transferred to, stored and processed in countries other than the country in which the Client is located, subject to appropriate safeguards under applicable data protection law (see Section 7.4).

The Client shall comply with all applicable export-control, sanctions and re-export laws, including those of Singapore, the United States, the European Union, the United Kingdom and the United Nations. The Client shall not (and shall not permit any third party to) access or use the Services in any manner that would cause ChatBooster to violate any such laws, and shall not provide access to the Services to any person or entity on a sanctioned-party list.

 

17. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, outages or disruptions of any Channel Operator, AI Provider, infrastructure provider or other third party, denial-of-service or cyber-attacks, or shortages of utilities or supplies (“Force Majeure”). The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

 

18. Governing Law and Dispute Resolution

 

18.1 Governing Law

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of Singapore, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

 

18.2 Arbitration

Subject to Section 18.3, any dispute, controversy or claim arising out of or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC in force at the time, which rules are deemed incorporated by reference. The seat of arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The award shall be final and binding on the parties.

 

18.3 Injunctive Relief; Small Claims

Notwithstanding Section 18.2, either party may seek interim or injunctive relief from any court of competent jurisdiction to protect its intellectual property, Confidential Information or other proprietary rights. The Client (if a consumer) may also bring an individual claim in a small-claims court of competent jurisdiction in its place of residence if the applicable law so permits.

 

18.4 Class Action Waiver

To the extent permitted by applicable law, each party waives any right to participate in a class, collective, representative or consolidated action against the other. Claims must be brought on an individual basis.

 

19. Regional Provisions

The following region-specific provisions apply where the Client is located in or directs the Services to End Users in the relevant region, and prevail over conflicting provisions of this Agreement to the extent of the conflict:

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19.1 European Economic Area and United Kingdom

The DPA, including the EU Standard Contractual Clauses and UK International Data Transfer Addendum (as applicable), governs the processing of Personal Data. The Client is responsible for ensuring valid legal bases under GDPR/UK GDPR and ePrivacy/PECR for messaging End Users.

 

19.2 United States (CCPA/CPRA and State Laws)

ChatBooster acts as a “service provider” (CCPA/CPRA) or “processor” (other US state privacy laws) with respect to Personal Data of California and other US residents processed on behalf of the Client. ChatBooster does not “sell” or “share” such Personal Data as those terms are defined under applicable state laws.

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19.3 Brazil (LGPD)

ChatBooster acts as the “operator” (operador) and the Client as the “controller” (controlador) under the LGPD for Personal Data of Brazilian End Users.

 

19.4 Hong Kong

The Client complies with the Personal Data (Privacy) Ordinance (Cap. 486) and any binding code of practice issued by the Privacy Commissioner for Personal Data, Hong Kong.

 

19.5 Mainland China

The Client shall not direct the Services to recipients in mainland China in a manner that violates the Personal Information Protection Law (PIPL), the Cybersecurity Law, the Data Security Law or any other applicable law of the People’s Republic of China. The Client is solely responsible for any cross-border transfer of personal information from mainland China and for completing any required filings or assessments.

 

19.6 India

The Client complies with the Digital Personal Data Protection Act, 2023 and other applicable Indian laws, including obtaining valid consent prior to sending commercial communications.

 

19.7 Australia, Canada and Other Anti-Spam Regimes

The Client complies with the Spam Act 2003 (AU), the Privacy Act 1988 (AU), Canada’s Anti-Spam Legislation (CASL), and equivalent anti-spam and electronic-marketing laws, including consent, sender identification and unsubscribe requirements.

 

20. Changes to the Agreement

ChatBooster reserves the right to modify this Agreement from time to time at its sole discretion. ChatBooster is not obligated to provide advance notice of non-material changes (including, without limitation, clarifications, formatting changes, corrections of typographical errors, updates to contact information or URLs, changes to definitions that do not alter substantive rights, and changes required to address security, fraud or legal risks), and it is the Client’s responsibility to review this Agreement periodically. For material changes that significantly alter the Client’s rights or obligations (including increases in price applicable to the Client’s Plan, material changes to the scope of license, payment terms, dispute resolution mechanism, limitation of liability or data protection commitments), ChatBooster will notify the Client at least seven (7) days in advance by email and/or by an in-app notice (or such shorter period as may be required by law, by a third-party platform, or to address security, fraud or legal risks). The “Last Updated” date at the top of this Agreement reflects the most recent revision. The Client’s continued use of the Services after the effective date of any change constitutes acceptance of the updated Agreement. If the Client does not agree to a material change, its sole remedy is to stop using the Services and cancel its paid Plan in accordance with Section 11.

 

21. Miscellaneous

 

21.1 Entire Agreement

This Agreement (together with the Privacy Policy, DPA, applicable Order Form(s), Plan descriptions, Add-on terms, and any other documents incorporated by reference) constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous understandings on that subject.

 

21.2 Order of Precedence

In case of conflict, the order of precedence is: (a) the DPA (for matters of personal data processing); (b) any signed Order Form; (c) these Terms; (d) the Privacy Policy; (e) Plan and Add-on descriptions on the Website. If any conflict exists between the English language version of this Agreement and any translation, the English version prevails.

 

21.3 Assignment

The Client may not assign or transfer this Agreement, in whole or in part, without ChatBooster’s prior written consent. Any attempted assignment in violation of this Section is void. ChatBooster may assign or transfer this Agreement (including in connection with a merger, acquisition, reorganization or sale of assets) without consent.

 

21.4 Notices

Notices to ChatBooster shall be sent to cs@chatbooster.ai (with a copy to SmartStyle Pte. Ltd., Singapore, at its registered address). Notices to the Client may be sent to the email address associated with the Account or by in-app notification, and are deemed received upon transmission.

 

21.5 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment or fiduciary relationship.

 

21.6 No Third-Party Beneficiaries

Except as expressly stated in this Agreement, no person who is not a party to this Agreement has any right under the Contracts (Rights of Third Parties) Act 2001 of Singapore or under any equivalent legislation in any other jurisdiction to enforce any provision of this Agreement.

 

21.7 Waiver and Severability

No failure or delay by either party to exercise any right under this Agreement is a waiver of that right. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

 

21.8 Headings

Headings are for convenience only and do not affect interpretation.

 

21.9 Electronic Communications

The Client consents to receive communications from ChatBooster electronically (including by email and in-app messages), and agrees that all agreements, notices, disclosures and other communications that ChatBooster provides electronically satisfy any legal requirement that such communications be in writing.

 

22. Contact

For questions, complaints or notices concerning this Agreement or the Services, please contact:

SmartStyle Pte. Ltd. (operating ChatBooster)

Email: cs@chatbooster.ai

Website: https://www.chatbooster.ai

Privacy: https://www.chatbooster.ai/privacy

Documentation: https://doc.chatbooster.ai

 

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