Chatbuddy, Inc. (“Chatbuddy”) provides a personalized subscription service that allows our members to access conversational chatbots ("Chatbuddy content") over the Internet on certain Internet-connected phones, computers and other devices ("Chatbuddy ready devices").

In order to create a Chatbuddy Account, you must accept these Terms of Use, which govern your use of our service. As used in these Terms of Use, "Chatbuddy Service", "our service" or "the service" means the personalized service provided by Chatbuddy for discovering and accessing Chatbuddy content, including all features and functionalities, recommendations and reviews, our websites, and user interfaces, as well as all content and software associated with our service. References to "you" in these Terms of Use indicate the member who created the Chatbuddy account and whose payment method is charged.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 8 TO RESOLVE ANY DISPUTES WITH CHATBUDDY (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT).

1. Membership

1.1 Your Chatbuddy membership will continue and automatically renew until terminated. To use the Chatbuddy Service you must have Internet access and a Chatbuddy ready device and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. You must cancel your membership before it renews in order to avoid billing of the membership fees for the next billing cycle to your Payment Method (see "Cancellation" below).

1.2. We may offer a number of membership plans, including memberships offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. Some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your Chatbuddy membership by logging in to the Chatbuddy.org website and clicking on the "Account Settings" link.

2. Promotional Offers

We may from time to time offer special promotional offers, plans or memberships (“Offers”). Offer eligibility is determined by Chatbuddy at its sole discretion and we reserve the right to revoke an Offer and put your account on hold in the event that we determine you are not eligible. Members of households with an existing or recent Chatbuddy membership may not be eligible for certain introductory Offers. We may use information such as device ID, method of payment or an account email address used with an existing or recent Chatbuddy membership to determine Offer eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign up for the Offer or in other communications made available to you.

3. Billing and Cancellation

3.1. Billing Cycle. The membership fee for the Chatbuddy Service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method indicated on the "Account Settings" page. 

Chatbuddy charges a standard membership fee of US $9.99 per month for access to the service. This monthly fee provides you with 160 prepaid interaction credits that are consumed as you engage with the characters on the service platform. Unused membership interaction credits do not roll over at the end of your monthly membership billing cycle.

In addition to the standard monthly membership fee, the Chatbuddy service incorporates a prepaid “Pay-As-You-Go” billing model. You will be notified by email when you have consumed 80% of your prepaid interaction credits. Once you have consumed all of your prepaid interaction credits, your Payment Method will be charged an incremental US $9.99 for 160 additional interaction credits. Pay-As-You-Go credits do not expire. Your usage of the platform will determine how often your Payment Method is charged. 

Membership fees and Pay-As-You-Go fees are fully earned by Chatbuddy upon payment and are not refundable.

You may view your billing history by visiting your “Account Settings” page within the service platform. You may also view your prepaid interaction credits utilization by visiting your “Account Settings” page within the service platform.

3.2. Payment Methods. To use the Chatbuddy Service you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

3.3. Updating your Payment Methods. You can update your Payment Methods by going to the "Account Settings" page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

3.4. Cancellation. You can cancel your Chatbuddy membership at any time, and you will continue to have access to the Chatbuddy Service through the end of your monthly membership billing period or until you have fully utilized your Pay-As-You-Go credits, which ever happens soonest. To cancel, go to your "Account Settings" page in the Chatbuddy.org portal, click on the “Billing Details” button and then click the “Cancel plan” button.  If you cancel your membership, your account will automatically close at the end of your current billing period. To see when your account will close, click "Billing Details" on the "Account Settings" page. If you signed up for Chatbuddy using your account with a third party as a Payment Method and wish to cancel your Chatbuddy membership, you may need to do so through that third party, for example by visiting your account with the applicable third party and turning off auto-renew, or unsubscribing from the Chatbuddy Service through that third party.

3.5. Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 7 days following notice to you. If you do not wish to accept the price change or change to your subscription plan, you can cancel your subscription before the change takes effect.

3.6. No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used membership periods. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

4. Chatbuddy Service

4.1. You must be at least 18 years of age to become a member of the Chatbuddy Service. Individuals under the age of 18 may only utilize the service with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Terms of Use.

4.2. The Chatbuddy Service and any content accessed through our service are for your personal and non-commercial use only and may not be shared with individuals beyond your household unless otherwise allowed by your subscription plan. During your Chatbuddy membership, we grant you a limited, non-exclusive, non-transferable right to access the Chatbuddy Service and Chatbuddy content through the service. Except for the foregoing, no right, title or interest shall be transferred to you. You agree not to use the service for public performances.

4.3. You acknowledge that the Chatbuddy Service utilizes artificial intelligence, and you accept the risks that accompany the use of and engagement with artificial intelligence. 

4.4. You agree that you will NOT use the Chatbuddy Service to:

a) Solicit financial advice.

b) Solicit legal advice.

c) Solicit advice surrounding the use of and access to drugs and pharmaceuticals.

d) Solicit medical diagnoses and advice.

e) Solicit advice on how to deal with suicidal thoughts.

f) Solicit or share pornographic images or video footage.

g) Solicit or share images or footage depicting violence against people and/or animals.

h) Solicit or share any images of children under the age of 18.

i) Solicit information about weapons, poisons and explosive devices.

j) Engage in spamming or scamming efforts.

k) Infringe on the intellectual property rights of others. 

4.5. The Chatbuddy Service, including the content library, is regularly updated. In addition, we continually test various aspects of our service, including but not limited to our websites, user interfaces and promotional features.

4.6. You agree to use the Chatbuddy Service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein. Except as explicitly authorized by us, you agree NOT to:

1. archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the Chatbuddy Service;

2. circumvent, remove, alter, deactivate, degrade, block, obscure or thwart any of the content protections or other elements of the Chatbuddy Service, including the graphical user interface, any advertising or advertising features, copyright notices, and trademarks;

3. use any robot, spider, scraper or other automated means to access the Chatbuddy Service;

4. decompile, reverse engineer or disassemble any software or other products or processes accessible through the Chatbuddy Service;

5. insert any code or product or manipulate the content of the Chatbuddy Service in any way;

6. use any data mining, data gathering or extraction method;

7. upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Chatbuddy Service, including any software viruses or any other computer code, files or programs.

We may terminate or restrict your use of our service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the service.

4.7. The quality of the display of the Chatbuddy content may vary from device to device, and may be affected by a variety of factors, such as your location and the bandwidth available through and/or speed of your Internet connection. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges. Chatbuddy makes no representations or warranties about the quality of your user experience on your display. The time it takes to begin engaging with Chatbuddy content will vary based on a number of factors, including your location, available bandwidth at the time, the Chatbuddy content you have selected and the configuration of your Chatbuddy ready device.

4.8. The Chatbuddy software is developed by, or for, Chatbuddy and may solely be used to access content from Chatbuddy through Chatbuddy ready devices. This software may vary by device and medium, and functionalities may also differ between devices. By using our service, you agree to receive, without further notice or prompting, updated versions of the Chatbuddy and related third-party software. If you do not accept the foregoing terms, do not use our service.

4.9. By using our service, you agree to look solely to the entity that manufactured and/or sold you the Chatbuddy ready device for any issues related to the device and its compatibility with the Chatbuddy Service. We do not take responsibility or otherwise warrant the performance of Chatbuddy ready devices, including the continued compatibility with our service.

5. The Permissions You Give Us

We need certain permissions from you to provide our services:

5.1 Permission to use content you create and share. When you share, post, or upload content that is covered by intellectual property rights on or in connection with our Service, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content. 

You should know that, for technical reasons, content you delete may persist for a limited period of time in backup copies (though it will not be visible to other users). In addition, content you delete may continue to appear if you have shared it with others and they have not deleted it.

5.2 Permission to update software you use or download. If you download or use our software, you give us permission to download and install upgrades, updates, and additional features to improve, enhance, and further develop it.

6. Passwords and Account Access

You are responsible for any activity that occurs through the Chatbuddy account. By allowing others to access the account (which includes access to information on viewing activity for the account), you agree that such individuals are acting on your behalf and that you are bound by any changes that they may make to the account, including but not limited to changes to the subscription plan. To help maintain control over the account and prevent any unauthorized users from accessing the account, you should maintain control over the devices that are used to access the service and not reveal the password or details of the Payment Method associated to the account to anyone. You agree to provide and maintain accurate information relating to your account, including a valid email address so we can send you account related notices. We can terminate your account or place your account on hold in order to protect you, Chatbuddy or our partners from identity theft or other fraudulent activity. Chatbuddy is not obligated to credit or discount a membership for holds placed on the account by either a representative of Chatbuddy or by the automated processes of Chatbuddy. If your Chatbuddy ready device is sold, lost or stolen, please deactivate the Chatbuddy ready device. If you fail to log out or deactivate your device, subsequent users may access the Chatbuddy Service through your account and may be able to access certain of your account information. 

7. Disclaimers of Warranties and Limitations on Liability

7.1. The Chatbuddy Service and all content and software associated therewith, or any other features or functionalities associated with the Chatbuddy Service, are provided "as is" and "as available" with all faults and without warranty of any kind. Chatbuddy does not guarantee, represent, or warrant that your use of the Chatbuddy Service will be uninterrupted or error-free. Chatbuddy specifically disclaims liability for the use of applications, Chatbuddy ready devices, and Chatbuddy software (including their continuing compatibility with our service).

7.2. We cannot predict when issues might arise with our service. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and under no circumstance will we be liable to you for any expenses, lost profits, lost revenues, lost information, or lost data (of a personal nature or otherwise), or direct, consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these terms, even if we have been advised of the possibility of such damages. 

We may make recommendations in relation to products and services provided by third parties, but you expressly agree that we will not be liable to you for any expenses, lost profits, lost revenues, lost information, or lost data (of a personal nature or otherwise), or direct, consequential, special, indirect, exemplary, punitive, or incidental damages arising from your decision to accept our recommendations.

7.3. Depending on your subscription plan, you may encounter third party advertisements on the Chatbuddy Service. Chatbuddy does not endorse or sponsor any advertised products or services and takes no responsibility for the products or services provided by advertisers. Any interactions with advertisers, including through engagement with interactive advertisements, are at your own option and risk and you agree that Chatbuddy is not liable for any damages that you may incur as a result of such interactions.

8. Arbitration Agreement

8.1. You and Chatbuddy agree that any dispute, claim or controversy arising out of or relating in any way to the Chatbuddy Service, these Terms of Use and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Chatbuddy are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Chatbuddy membership.

8.2. If you elect to seek arbitration or file a small claim court action, you must first send to Chatbuddy, by email, a written Notice of your claim ("Notice"). The Notice to Chatbuddy must be sent to info@chatbuddy.org ("Notice Address"). If Chatbuddy initiates arbitration, it will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by Chatbuddy, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Chatbuddy and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Chatbuddy may commence an arbitration proceeding or file a claim in small claims court.

8.3. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. You will be responsible for your own filing fees if you choose to initiate arbitration.

8.4. The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Chatbuddy and you agree otherwise, any arbitration hearings will take place in New York county.  The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.

8.5. If your claim is for US$1,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$1,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

8.6. YOU AND CHATBUDDY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Chatbuddy agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. 

8.7. You agree that if you breach the service’s Territory Restrictions outlined in Section 9 of these terms that you will waive all claims you may have against the service, and that Chatbuddy may, at its discretion, file a claim against you in accordance with this Arbitration Agreement.

9. Territory Restrictions

The service has territory restrictions in place for compliance purposes. By accepting these Terms of Use, you acknowledge that the service is not intended for use by individuals who are resident in, or traveling through, the following territories: 1) The United Kingdom; 2) Switzerland; 3) member countries of the European Union; 4) OFAC sanctioned countries; 5) the state of California; 6) the state of Indiana; 7) the state of Washington; 8) the state of Hawaii; 9) the state of Nebraska; 10) the state of Oklahoma and 11) the state of South Dakota.

By accepting these terms, you attest that:

a) you are not a resident of any of the above-mentioned territories, and 

b) you will not attempt to use the service while residing in, visiting or traveling through any of the above-mentioned territories, and

c) you will not attempt to circumvent any technological and payment barriers that the service implements to enforce its territory restrictions, and

d) you will not allow other individuals to use your Chatbuddy Account while they are residing in, visiting or traveling through any of the above-mentioned territories.

10. Miscellaneous

10.1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the state of Delaware, U.S.A. without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence.

10.2. Unsolicited Materials. Chatbuddy does not accept unsolicited materials or ideas for Chatbuddy content and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to Chatbuddy. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against Chatbuddy and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

10.3. Feedback. Chatbuddy is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the Chatbuddy Service, including our websites and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Chatbuddy Service. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law.

10.4. Customer Support. To find more information about our service and its features, or if you need assistance with your account, please email info@chatbuddy.org . In the event of any conflict between these Terms of Use and information provided by Customer Service or other portions of our websites, these Terms of Use will control.

10.5. Survival. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

10.6. Changes to Terms of Use and Assignment. Chatbuddy may, from time to time, change these Terms of Use. Such revisions shall be effective immediately; provided however, for existing members, such revisions shall, unless otherwise stated, be effective 7 days after posting. We may assign our agreement with you to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable Chatbuddy Service.

10.7. Communication Preferences. We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

10.8. Data and Privacy. Your experience on Chatbuddy is unlike anyone else's, and we use the data we have to personalize your experience. We detail our data handling and storage practices in the Chatbuddy Privacy Policy, which you must agree to in order to use our Service.