Terms of Use

1. Acceptance of Terms

Welcome to Chinchill AI, Inc. (“Chinchill AI”, 'Company,' 'we,' 'us,' or 'our'). These Terms of Use ('Terms') govern your access to and use of our website located at https://chinchill.ai (the 'Site'). BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. If you do not agree to these Terms, you may not access or use the Site. We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Site with a new 'Last Updated' date. Your continued use of the Site after changes are posted constitutes your acceptance of the modified Terms. THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS. PLEASE READ SECTION 13 CAREFULLY.

2. Scope and Services

These Terms apply to general visitors and users of our public-facing Site, as well as users of our freemium and demo services. Freemium and Demo Services: We may offer free or trial versions of our services with limited features or for a limited time ('Freemium Services' or 'Demo Services'). Your use of Freemium and Demo Services is subject to these Terms.

We reserve the right to:

• Modify, limit, or discontinue Freemium or Demo Services at any time
• Impose usage limits, time restrictions, or feature limitations
• Convert or terminate Freemium accounts with or without notice
• Require upgrade to paid services for continued access to certain features.

Freemium and Demo Services are provided 'as is' without any warranties or service level commitments. Enterprise Services: If you purchase or use our paid enterprise services, products, or platform, your use is governed by a separate Master Service Agreement (MSA), Order Forms, and related agreements, which supersede these Terms with respect to those paid services. For information about enterprise services, please contact us at [email protected].

3. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Site. By using the Site, you represent and warrant that you meet these eligibility requirements. If you are accessing the Site on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

4. Permitted Use

You may use the Site only for lawful purposes and in accordance with these Terms.

You agree to use the Site:

• In compliance with all applicable federal, state, local, and international laws and regulations
• In a manner consistent with the intended purpose of the Site
• Without infringing on the rights of others
• Without interfering with or disrupting the Site or servers.

5. Prohibited Conduct

You agree NOT to:

5.1 Unlawful Activities

• Violate any applicable law or regulation
• Engage in any fraudulent, deceptive, or misleading activities
• Infringe upon intellectual property rights of others
• Violate privacy rights or collect personal information without consent.

5.2 Harmful Activities

• Upload, transmit, or distribute viruses, malware, or malicious code
• Attempt to gain unauthorized access to the Site, systems, or networks
• Interfere with, disrupt, or overload the Site or servers
• Circumvent security features or access controls
• Engage in any form of hacking, denial-of-service attacks, or similar activities.

5.3 Abusive Activities

• Harass, threaten, or harm others
• Impersonate any person or entity
• Post or transmit spam, unsolicited communications, or advertisements
• Engage in any activity that could damage our reputation or business.

5.4 Misuse of Site

• Use automated systems (bots, scrapers, crawlers) without our prior written permission
• Reverse engineer, decompile, or disassemble any aspect of the Site
• Remove or modify any copyright, trademark, or proprietary notices
• Use the Site for any purpose other than intended. Violation of these prohibitions may result in immediate termination of your access and potential legal action.

Violation of these prohibitions may result in immediate termination of your access and potential legal action.

6. Intellectual Property Rights

6.1 Our Intellectual Property

The Site, including all content, features, functionality, text, graphics, logos, images, software, and design (collectively, 'Content') are owned by Chinchill AI, Inc. or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. All trademarks, service marks, logos, and trade names displayed on the Site are our property or the property of their respective owners.

6.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site for personal or internal business informational purposes only.

• Reproduce, distribute, modify, or create derivative works of the Content
• Use the Content for commercial purposes without our written permission
• Remove or alter any proprietary notices.

6.3 Reservation of Rights

All rights not expressly granted to you are reserved by Chinchill AI, Inc. Nothing in these Terms grants you any license or right to use our intellectual property except as expressly stated.

7. Information You Submit

7.1 Inquiries and Communications

If you submit inquiries, contact information, or other data through forms or communications on the Site ('Submitted Information'), you represent and warrant that you have the right to provide such information.

7.2 License to Us

By submitting information through the Site, you grant us a non-exclusive, royalty-free license to use such information

• Respond to your inquiries
• Provide information about our services
• Improve our Site and services
• Comply with legal obligations.

7.3 No Confidential Submissions

Do not submit confidential or proprietary information through the Site. Any Submitted Information will be treated as non-confidential and non-proprietary, except as set forth in our Privacy Policy. For enterprise customers: Data handling and confidentiality terms are governed by your MSA and Data Processing Agreement.

8. Third-Party Links and Services

The Site may contain links to third-party websites, services, or resources. We provide these links for your convenience only.

We do not control, endorse, or assume responsibility for:

• Third-party websites or services
• Content, privacy policies, or practices of third-party websites
• Any damages or losses caused by your use of third-party services.

Your use of third-party services is at your own risk and subject to their terms and conditions.

9. Privacy

Your use of the Site is subject to our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy at https://chinchill.ai/privacy to understand our data collection and use practices.

10. Disclaimers and Warranties

10.1 'AS IS' and 'AS AVAILABLE'

THE SITE IS PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES,

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• TITLE
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT.

10.2 No Guarantee

• The Site will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Site is free of viruses or harmful components
• Information on the Site is accurate, complete, or current.

10.3 Informational Purposes Only: The information provided through the Site is for general informational purposes only and does not constitute professional, legal, financial, or technical advice. You should not rely on such information as a substitute for professional advice specific to your situation.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, Chinchill AI, Inc. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE THE SITE
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR DATA
• DAMAGES RESULTING FROM THIRD-PARTY CONDUCT OR CONTENT
• DAMAGES RESULTING FROM ERRORS OR INACCURACIES IN SITE CONTENT. This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

11.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE SHALL NOT EXCEED $100 USD.

11.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law. Note: Enterprise customers are subject to separate liability terms in their MSA.

12. Indemnification

You agree to indemnify, defend, and hold harmless Chinchill AI, Inc. and its officers, directors, employees, agents, affiliates, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees)

• Your use or misuse of the Site
• Your violation of these Terms
• Your violation of any law or regulation
• Your Submitted Information
• Your violation of any third-party rights.

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before filing a claim, you agree to contact us at [email protected] and attempt to resolve the dispute informally. Include your name, contact information, description of the dispute, and your proposed resolution. We will attempt to resolve the dispute within 60 days.

13.2 Binding Arbitration

If we cannot resolve a dispute informally, you agree that any dispute, claim, or controversy arising from or relating to these Terms or the Site shall be resolved by binding arbitration, except for disputes that may be taken to small claims court.

• Governed by the Federal Arbitration Act
• Administered by the American Arbitration Association (AAA)
• Conducted under AAA's Consumer Arbitration Rules
• Location: Santa Clara, California or your county of residence
• Arbitrator's decision is final and binding
• Each party bears its own costs (unless arbitrator awards fees to prevailing party).

13.3 Class Action Waiver

YOU AND Chinchill AI, Inc. AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13.4 Exceptions to Arbitration

• Small claims court actions (if eligibility requirements are met)
• Injunctive or equitable relief to protect intellectual property rights.

13.5 Opt-Out

You may opt out of this arbitration provision by sending written notice within 30 days of first accepting these Terms to:

Email: [email protected]
Mail:
299 California Ave
Startup Island TAIWAN -Silicon Valley Hub
Attention: Chinchill AI
Palo Alto, CA 94306-1935 USA

Include your name, address, and clear statement that you wish to opt out of arbitration.

13.6 Severability

If any portion of this arbitration provision is found unenforceable, the remainder shall remain in effect, except that if the class action waiver is found unenforceable, the entire arbitration provision is void.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California, United States, without regard to conflict of law principles. For disputes not subject to arbitration, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.

15. Copyright and DMCA

15.1 Copyright Policy: We respect intellectual property rights and expect users to do the same. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ('DMCA').

15.2 DMCA Notice: If you believe your copyrighted work has been infringed, please provide our Copyright Agent with

• Physical or electronic signature of the copyright owner or authorized person
• Identification of the copyrighted work claimed to be infringed
• Identification of the infringing material and its location on the Site
• Your contact information (address, phone, email)
• Statement that you have a good faith belief that use is not authorized
• Statement under penalty of perjury that information in the notice is accurate.

Chinchill AI, Inc.
Email: [email protected]
Mail:
299 California Ave
Startup Island TAIWAN -Silicon Valley Hub
Attention: Chinchill AI
Palo Alto, CA 94306-1935 USA

15.3 Counter-Notice: If you believe content was removed in error, you may submit a counter-notice as provided under DMCA procedures. 15.4 Repeat Infringer Policy: We may terminate access for users who are repeat copyright infringers.

16. International Use

The Site is controlled and operated from the United States. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with local laws. We make no representation that the Site or content is appropriate or available for use in other locations.

17. Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control.

18. Government Use

If you are a U.S. government entity, the Site constitutes 'Commercial Items' as defined at 48 C.F.R. §2.101, and government use is subject to these Terms.

19. Modifications to Site

We reserve the right to:

• Modify, suspend, or discontinue the Site at any time
• Change features, functionality, or content without notice
• Impose limits on certain features or restrict access.

We are not liable for any modification, suspension, or discontinuance of the Site.

20. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

21. Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.

22. Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign or transfer these Terms at any time without restriction.

23. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Chinchill AI, Inc. regarding the Site and supersede all prior agreements and understandings. For enterprise customers, your MSA, Order Forms, and related agreements constitute the entire agreement for enterprise services and supersede these Terms with respect to those services.

24. Survival

Provisions that by their nature should survive termination shall survive, including but not limited to: intellectual property rights, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law.

25. Contact Information

For questions about these Terms, please contact us:

Chinchill AI, Inc.
Email: [email protected]
Mail:
299 California Ave
Startup Island TAIWAN -Silicon Valley Hub
Attention: Chinchill AI
Palo Alto, CA 94306-1935 USA

BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.