Chatnode AI LLC Terms and Conditions

Welcome to ChatNode AI! Please read these Terms carefully. These Terms govern your access to and use of our services, including but not limited to, our website located at https://www.chatnode.ai, our application available at https://app.chatnode.ai, APIs, and any updates, modified versions, extensions, improvements, and derivative works thereof (collectively referred to as the "Service"). By accessing or using the Service, including creating an account, logging in to https://app.chatnode.ai, or using our website or any ChatNode AI products or APIs, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please discontinue use of the Services immediately.

ChatNode AI LLC is a Limited Liability Company (LLC) incorporated in the State of Delaware, having it principal place of business located in Delaware, the United States of America. In these terms, we will refer to ourselves as “ChatNode”, “we”, “us”, or “our”. 

"You" means the natural person and/or entity that you represent in accepting these Terms. You represent and warrant that (i) you have full legal authority to bind yourself or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of such entity.

• “Account Information” means information about your ChatNode AI account and information that you and your users provide to ChatNode AI in connection with (i) the creation or administration of your ChatNode AI account; or (ii) ChatNode AI’s maintenance of your ChatNode AI account or the Services. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
• “Affiliate" means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.
• "Beta Release" means any alpha, beta, developmental, test, experimental, preview, or early-access releases of the Service or other ChatNode AI products or services. Any of the preceding terms on a feature, product, or program is notice of Beta Release status.
• “CustomerContent” means any information, content, or materials that you submit through the Service to your ChatNode AI Account, including from Third-Party Services.
• “DPA" means ChatNode AI Data Processing Addendum for processing Personal Information (as defined in the DPA).
• “Documentation" means ChatNode AI-provided user documentation relating to the Service, as may be updated by ChatNode AI from time to time. Documentation does not include any content published on any other site, community, or page.
• "Excluded Claims" means (i) any amounts owed by you under Fees; (ii) your indemnification obligations in these Terms or your breach of Section 6; and (iii) any claims that may not be capped or limited under applicable law. 
• “Fair Usage Policy” means ChatNode AI’s Fair Use Policy, which is incorporated into these Terms.
• "Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements, along with associated context, whether regarding the Service, a Beta Release, or any other products, services, or business of us.
• “Fees" mean the fees applicable to your use of the Service in accordance with the applicable package as included in our pricing notice included in the Service or on our website or, if applicable, as set forth in our order form.
• “High-Risk Activities" means activities where use or failure of the Service could lead to death, personal injury, or environmental damage.
• "Sensitive Personal Data" means (i) patient, medical, or other protected health information, including those regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (ii) credit, debit, bank account or other financial account numbers; (iii) social security numbers, driver’s license numbers, or other government ID numbers; and (iv) special categories of personal data enumerated in the European Union General Data Protection Regulations ("GDPR").
• "Subscription Term" means the period during which you have agreed to subscribe to the Service.
• "Supplemental Terms" mean any additional terms presented to you at the time you sign up for or first access a Beta Release.
• “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Service, whether domestic or foreign.
• "Third-Party Login" means your login credentials from a supported third-party site or product which are integrated to allow you to access your Chatnode AI Account.
• "Third-Party Services" means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service.
• "Usage Information" means analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Service, Third-Party Services integrations, and related systems and technologies, including information concerning your use of the various features and functionality of the Service and your ChatNode Ai Account and analytics derived therefrom, and configuration data, including field mapping/naming, actions, steps, and structures of products and functionalities.
• "Chatnode AI Account" means the account on the Service you register and open in order to access and use the Service.
• “Chatnode AI Functions” mean products or features of the Service that utilize artificial intelligence, or similar technologies.
  

•  Account Registration and Use License: 
  ‍In order to access and use the Service, you must register for a ChatNode AI Account (“Account”). You must provide and maintain accurate, current, and complete Account Information. Upon your proper registration for an Account and subject to these Terms, we will make the Service available during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation.
• Eligibility: 
  ‍In order to open and maintain an Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.
• Credentials: 
  ‍To set up and use your Account, you may either (i) create a user ID and password to access your account; or (ii) use Third-Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your Account credentials. You agree to immediately notify us of any suspected or actual unauthorized use of your Account. You agree that you will be responsible and liable for all uses of the Service under your Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that we will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Account or your Third-Party Login credentials.

• Fees: 
  Some Service features may only be accessed and used after payment of applicable Fees. Except as expressly stated in these Terms or as required by applicable law, Fees paid are non-refundable, and payment obligations are non-cancelable. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.
• Taxes: 
  You are responsible for any Taxes other than ChatNode AI’s income tax. Fees and expenses are exclusive of Taxes, levies, or duties. If we have the legal obligation to pay or collect Taxes for which you are responsible under this section, we will invoice you, and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
• Subscription Term: 
  Your Subscription Term begins once you register for your Chatnode AI Account and is the billing cycle that you selected for your ChatNode AI Account, or if purchasing the Service by a ChatNode order form, then the Subscription Term listed on your order form.
• Auto-Renewal: 
  UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION PRIOR TO YOUR RENEWAL DATE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN (OR IF NO LONGER AVAILABLE, A SUCCESSOR PLAN) AND FOR A PERIOD EQUAL TO YOUR THEN-CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Service and Plan continuing to be offered, and will be subject to the then-current Fees applicable to the renewed Service.
• Plan Changes, Cancellation, and Termination by You:
  You may cancel your Subscription at any time through your account settings or by contacting us at contact@chatnode.ai. For the avoidance of doubt, the following does not constitute cancellation of a paid plan or termination of your Account: (i) a chat or phone request to cancel your Account; (ii) revoking or suspending any form of payment put on record with ChatNode AI to pay your Account Fees; or (iii) any cancellation or termination confirmation from a party other than us.
• Termination and Suspension by ChatNode AI:
  We reserve the right to terminate or suspend your Account and/or our Service to you at any time and for any reason upon notice to you. If we terminate or suspend your Account without cause, we may refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your Account for cause, including (without limitation) for a violation of these Terms or the Fair Usage Policy.
• Effect of Termination:
  Once you delete your Account, neither your Account nor your Customer Content can be restored or recovered in any way. If you do not log in to your Account or have any active integrations for twenty-four (24) or more months, we reserve the right to designate your Account as "inactive" and delete the Account and/or all the data associated with it. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

When you make a purchase through our Service ("Purchase"), you may be required to provide certain information relevant to your transaction, including but not limited to your name, email address, billing address, and payment details. You represent and warrant that you have the legal right to use any payment methods provided for the transaction.

We may employ third-party payment processors and services to facilitate payments and complete Purchases. By providing your payment information, you authorize us to share this information with these third-party processors, solely for the purpose of completing the transaction, in accordance with our Privacy Policy, and the terms and conditions of the third-party processor.

Please note that payments are subject to the terms and conditions of the respective third-party payment processors, and we do not control their practices or policies.

• Account and Use of Service: 
  You may use your Account and the Service only (i) for lawful purposes; and (ii) in accordance with these Terms and the Documentation.
• Prohibited Use: ‍
  You shall not use or access the Service in violation of the Fair Usage Policy. Further, you will not and will not permit anyone else to: 
  (i) sell, sublicense, distribute, transfer, or rent the Service (in whole or part), grant non-users access to the Service or use the Service to provide a hosted or managed service to others; 
  (ii) reverse engineer, decompile or seek to access the source code of the Service, except to the extent these restrictions are prohibited by law and then only upon advance notice to us; 
  (iii) copy, modify, create derivative works of or remove proprietary notices from the Service; 
  (iv) conduct security or vulnerability tests of the Service, interfere with its operation or circumvent its access restrictions;
  (v) use the Service to develop a product or Service competitive to ChatNode AI; or 
  (vi) otherwise use the Service outside of the scope of the rights expressly granted herein.
• Fair Usage Policy: 
  To ensure all our users receive high-quality service, we have implemented a Fair Usage Policy. While we do not impose strict usage limits, we expect users to engage with the Services reasonably and in a manner that does not negatively impact other users, the Service’s performance, or its reputation. 
  
  We actively monitor usage patterns across our Service. If your usage significantly exceeds what we consider normal or appropriate for a typical user, we may contact you to discuss a plan that better suits your needs.
  
  We reserve the right to take immediate action, including but not limited to account limitations, service restrictions, or reduced functionality (such as reduced messaging quotas or slower service speeds), to ensure a fair experience for all users. Such actions may be taken if we detect (including but not limited to):
  
  - Unusually high levels of data requests or API calls that surpass typical user patterns.
  - Actions or automated activities outside the intended scope of the Service, such as using the Service in a way that could degrade the performance for others.
  - Attempts to bypass system limits or exploit vulnerabilities in the Service.
  - Posting or spreading negative or harmful reviews based on inaccurate information or unsubstantiated claims about the Services on public platforms, forums, or review sites.
  - Persistent submission of unfounded grievances or demonstrating a lack of good faith participation in issue resolution process. We expect users to engage in good faith when reporting issues and to work constructively with our team towards resolution.
  
  We reserve the right to limit your account's access or functionality if we detect excessive usage, which could include, but is not limited to, reduced messaging quotas, restricted feature access, or slower service speeds.
  
• No High-Risk Activities or Prohibited Sensitive Personal Data: ‍
  You may not access or use the Service for any High-Risk Activities or to upload or transmit any Sensitive Personal Data. We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing.
• Fraud Prevention: ‍
  We may monitor the Service to detect and prevent fraudulent activities. This includes, but is not limited to, monitoring transaction patterns, unusual usage, and suspicious behavior. If any fraudulent activity is detected, we reserve the right to take appropriate actions, including suspension or termination of your Account, without prior notice.
• Enforcement: ‍
  We reserve the right, but do not undertake the obligation, to monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any Customer Content. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your Customer Content immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Content.
• Your Use of The Service to Send Communications: ‍
  You acknowledge that:
  (i) you are exclusively responsible for and control the timing, content, and distribution of any electronic communications made or initiated to any person or entity in connection with your use of the Service; and 
  
  (ii) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service comply with all applicable foreign and U.S. federal or state laws and regulations, including without limitation the Telephone Consumer Protection Act, before you make or initiate any electronic communication through the Service.
• Export Controls: ‍
  You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.

We are committed to safeguarding your data and ensuring compliance with applicable laws and regulations. This section outlines our security measures and compliance commitments.

• Data Privacy: 
  Our Privacy Policy is hereby incorporated into and made a part of these Terms by this reference.
• Data Processing Addendum: ‍
  To the extent that we process any Personal Information (as defined in the DPA) contained in Customer Content subject to the Data Protection Legislation (as defined in the DPA), the DPA shall apply to such processing. To the extent that we process any personal data subject to GDPR, you are the data exporter and we are the data importer.
• Security: 
  We have implemented and maintain physical, technical, and administrative security measures designed to protect the Service and Customer Content from unauthorized access, destruction, use, modification, or disclosure. These security measures are further described on our security page and trust page.
  
• Data Encryption: ‍
  We protect your data with AES-256 encryption at rest and TLS 1.3 using AES-256 during transit, ensuring that your information is secure at every stage. These industry-standard encryption methods safeguard your data from unauthorized access.
• Zero-Retention Data Policy: ‍
  Your data is never used for model training. We respect your privacy by ensuring that your input data remains solely yours and is not used for re-training any models or shared with unauthorized parties.
• Audit Logs: ‍
  All operations within the Service are closely monitored and recorded. Audit logs provide detailed records of all actions taken, offering you full transparency and the ability to analyze activities within your account at any time.
• Data Segregation: ‍
  Your data is separated by workspace and organization using advanced row-level access mechanisms. This ensures that only authorized users within your organization can access specific data, maintaining strict data isolation and security.
• Sensitive Redaction: ‍
  We offer tools to redact sensitive information, with data and chats encrypted using AES-256 at rest and TLS 1.3 during transit. This maintains the confidentiality of your sensitive information throughout its lifecycle.
• Compliance:
  Our platform meets and exceeds global security standards, including GDPR and DPA. We are committed to handling your data with the utmost care and integrity, adhering to all applicable data protection laws and regulations. For detailed information on our compliance measures, please visit our Trust Center.

• Your Data: 
  You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that are transmitted, processed, and/or stored in the Service. By transmitting, processing, and/or storing Customer Content in the Service, you hereby grant us a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access your Account, as reasonably necessary: (i) to provide, maintain, operate, improve, and update the Service; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law.
• Your Compliance Obligations: ‍
  You shall be solely responsible for the accuracy, quality, content, and legality of Customer Content, and any actions triggered by Customer Content. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Content through the Service and for any actions triggered by Customer Content on the Service, and to otherwise use, process, and/or store Customer Content on the Service used or stored; and (ii) Customer Content, and its transmission, processing, storage, and use as you authorize in these Terms or through your Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third-Party Service.

• Our Service: 
  The Service is made available on a limited access basis, and no ownership rights are conveyed to you. Notwithstanding anything to the contrary in these Terms, we and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, Usage Information, and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained.
• Improvements: ‍
  We welcome Feedback. If you provide Feedback, we may use it without restriction or compensation to you. Notwithstanding anything to the contrary set forth herein or otherwise,
  (i) we may collect, analyze, and use Usage Information, to operate, enhance, improve, and develop our products or services.
• Trademarks: ‍
  ChatNode, ChatNode AI, our logo, and all our product names are trademarks and/or service marks of ChatNode AI and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any ChatNode AI or third-party trademark without the applicable prior written consent of us or the owner of the third-party trademark. You hereby grant us the right to identify you as a customer of us and to use your logos and/or trademarks for that purpose.

• Links and Integrations with Third-Party Services: 
  The Service may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Service or on separate Third-Party Service websites that connect back to the Service. We provide and/or enable such links to and integrations solely as a convenience, have no responsibility for the content, functionality, or availability of such Third-Party Services, and do not endorse such Third-Party Services (or any products or other services associated therewith). Access to any Third-Party Services linked to the Service is at your own risk, and we are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services. If you choose to grant a Third-Party Service any access to your Account, you are solely responsible for that Third-Party Service having access to your data, including Customer Content, and connections contained therein, and for any/all actions that the Third-Party Service may take on behalf of your Account or Customer Content. Your use of any Third-Party Service is subject to the terms applicable to such Third-Party Service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third-Party Service. 
• Linking to Third-Party Services: ‍
  You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third-Party Service integration through your Account may be shared with that Third-Party Service. Pursuant to your configuration and usage of the Service, Customer Content will be transmitted to and from your Account to one or more Third-Party Service(s) you’ve linked with your Account. We may also share your Customer Content with a specific Third-Party Service that you linked to your Account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Service.

• Service Warranty: 
  If you are a paying subscriber to the Service, we warrant to you that we will provide the Service during the Subscription Term substantially as described by us under normal use. In the event of any breach of this warranty, your exclusive remedy will be our reperformance of the deficient Service or, if we do not reperform such deficient Service as warranted, you may terminate your Account as set forth above and we may refund a prorated portion of your prepayment.
  
  Procedure for Warranty Remedy:
  - You must notify us in writing of any warranty deficiency within ten (10) days from receipt of the deficient Service.
  - We will investigate the reported issue and validate whether it constitutes a breach of warranty as defined by us under normal use.
  - If the deficiency is validated, we will take reasonable steps to reperform the deficient Service. This may include correcting the issue, updating the Service, or providing alternative solutions to ensure performance.
  - If we cannot resolve the deficiency or reperform the Service within thirty (30) days after receiving your notification, you may terminate your Account. Upon termination, you will be eligible for a prorated refund of the unused portion of your Subscription Term.
  - We will provide written confirmation of the resolution or refund once the process is completed.‍
• Disclaimers: ‍
  EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE – INCLUDING ANY PRODUCTS, CHATBOTS, APIS, OR SOFTWARE PROVIDED BY US –  IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE MAKE NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. WE AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED IN THE SERVICE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICE WILL BE UNINTERRUPTED, THAT THE SERVICE WILL BE ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
• Your Indemnification Obligations: ‍
  You agree to defend us, its affiliates, directors, officers, employees, and agents (“ChatNode AI Indemnified Parties”) against any claim, demand, suit, or proceeding, hold harmless ChatNode AI Indemnified Parties, and indemnify ChatNode AI Indemnified Parties from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your violation or alleged violation of these Terms, or (ii) your Customer Content, or your use of Customer Content with the Service.
• Our Indemnification Obligations: ‍
  If you are a paying subscriber to the Service, we will defend you against any third-party claim, action, suit, proceeding, or demand brought against you alleging that the use of such paid Service as permitted hereunder infringes any trade secret, United States patent, copyright, or trademark right of a third party, and we shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (i) promptly give written notice thereof to us; (ii) give us sole control of the defense and settlement of the claim; and (iii) provide to us all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (a) any use of the Service outside the scope of these Terms or Fair Usage Policy; (b) Customer Content; or (c) a combination of the Service with any content or other technology not provided by us. If we reasonably believes that the Service may infringe upon a third party's intellectual property rights, then we may, at its sole option and expense (1) obtain a license that permits you to continue using the Service; (2) modify the Service to make the Service non-infringing without materially reducing its functionality; or (3) replace the Service with a non-infringing, functionally similar alternative. If none of the foregoing are commercially reasonable, in our sole discretion, we may terminate the applicable Service and issue you a pro-rata refund of Fees for a Service not provided.
• Sole Rights and Obligations: ‍
  Without affecting either party's termination rights, this section  states the parties' sole and exclusive remedy under these Terms for any third-party allegations and claims covered by this section.

Except as prohibited by law, you agree to indemnify and hold harmless ChatNode AI, along with our officers, directors, employees, and agents, from any indirect, punitive, special, incidental, or consequential damages, however arising (including attorneys' fees and all related costs and expenses of litigation and arbitration, whether at trial or on appeal, whether or not litigation or arbitration is initiated). This includes damages arising from any action of contract, negligence, or other tortious action related to these Terms, including without limitation any claims for personal injury or property damage resulting from your violation of any federal, state, or local laws, statutes, rules, or regulations, even if ChatNode AI has been previously advised of the possibility of such damages. Except as prohibited by law, if liability is found on the part of ChatNode AI, it will be limited to the amount you have paid to us for the Service. Under no circumstances will we be liable for any consequential or punitive damages. Some jurisdictions do not allow the exclusion or limitation of punitive, incidental, or consequential damages, so these limitations may not apply to you. If you use third-party services, including but not limited to large language models (LLMs) like OpenAI, Claude, Perplexity, Gemini, or any other API providers, which are integrated into our platform but accessed using your own API key, you acknowledge that you are solely responsible for any associated costs. While these services are part of our platform, any errors, bugs, or malfunctions on our end that result in increased usage or charges on your third-party account are not our liability. Even if such increased usage is due to issues originating from our Service, we shall not be held responsible for any resulting costs or fees incurred.

• Confidential Information: 
  Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.‍
• Protection and Use of Confidential Information: ‍
  The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
• Compelled Access or Disclosure: ‍
  The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

• Administrative Controls: 
  If your Account has owners, administrative, or super administrative users, you understand and agree that such users may be able to access, modify, and/or delete (as applicable) your Customer Content, and other data contained in your Account, as described in the Documentation, particularly this article.
• Location of the Service: ‍
  We operate or control the operation of the Service from a cloud service located in the United States. In addition, the Service and Customer Content may be accessed, mirrored, and/or managed from various locations outside the United States.
• ChatNode AI Functions: ‍
  (i) From time to time, we may include ChatNode AI Functions as part of the Service. "Input" means all information that you submit to ChatNode AI Functions. "Output" means information generated and returned by ChatNode Al Functions based on the Input, provided, Output specifically excludes the Service, Third-Party Services, Documentation, and Usage Information. As between the parties and to the extent permitted by applicable law, Inputs and Outputs are deemed to be Customer Content. Other users providing similar Input to ChatNode Al Functions may receive the same or similar Output.
  
  (ii) YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OBTAINED THROUGH USING CHATNODE AI FUNCTIONS IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. DO NOT RELY ON DESIGNS, WORKFLOWS/PROCESSES, OR CODE IN OUTPUT WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT OBTAINED BY YOU FROM CHATNODE AI OR THROUGH CHATNODE AI FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  
  (iii) You may not use ChatNode AI Functions or Output: (1) to develop foundation models or other large-scale models that compete with ChatNode AI or ChatNode AI Functions; (2) to mislead any person that Output from the Service was solely human-generated; (3) in a manner that violates any technical documentation, usage guidelines, or parameters; (4) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or (5) in a manner that infringes, violates, or misappropriates any of our rights or the rights of any third party.
• Beta Release: ‍
  ChatNode AI may offer optional Beta Releases. ChatNode AI may terminate or you may cease your use of Beta Releases at any time and for any reason. Beta Releases may be inoperable, incomplete, or include features never released. Notwithstanding anything else in these Terms, we offer no warranty, indemnity, or support for Beta Releases. Information regarding a private Beta Release shared with you constitutes our Confidential Information under Section 14 above. Certain Beta Releases may include Supplemental Terms which apply in addition to these Terms. In the event of a conflict between these Terms and the Supplemental Terms, the Supplemental Terms shall govern for that specific Beta Release.

• Our Notice to You: 
  We may provide you with notices through the Service portal or by electronic mail to your email address on record in your Account. You are responsible for ensuring that your contact information is both current and accurate in your Account. 
• Your Notice to Us: ‍
  If you have a dispute with us, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to us at: 
  
  ChatNode AI LLC
  1007 N Orange St. 4th Floor Ste #1382 
  Welmington, DE 
  United States of America
  Email: contact@chatnode.ai
  
  ‍Attn: Legal

We may revise these Terms from time to time by posting a modified version of the Terms including their effective date. If we make material changes to the Terms, we will provide you with reasonable notice prior to the new Terms taking effect. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms.

• Jury Trial Waiver: You acknowledge that by agreeing to these Terms, you and ChatNode AI each waive the right by trial by jury.
• Class Action and Multi-Party Action Waiver: You acknowledge and agree that you may not bring any claim against us as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). You further agree you waive any right to participate in or be represented in any Class Action or other representative action brought against us.
  
• Force Majeure: Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
  
• Assignment: Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
  
• Severability; Waiver: If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.
  
• No Third-Party Beneficiaries: These Terms do not create any right in favor of any third party.
  
• Governing Law; Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
  
•  Entire Agreement: These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in (i) the form of purchase order; (ii) vendor registration form or registration portal; or (iii) other document used by you to place orders or otherwise effect transactions hereunder (excluding as applicable a ChatNode AI order form), which such terms are hereby rejected and shall not be considered an amendment to these Terms. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and us relating to the subject matter hereof.