Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website, products, and services (collectively, the “Services”) provided by Chert Technologies, Inc. (“Chert,” “we,” “us,” or “our”). By accessing or using the Services, or by signing an order form or statement of work that references these Terms, you (“Customer” or “you”) agree to be bound by these Terms.

1. The Services

Chert provides a full-stack outbound sales service in which AI agents conduct personalized conversations with business prospects on behalf of Customer, primarily over iMessage and other messaging channels, and book qualified meetings into Customer’s calendar. The specific scope, pricing, and term of an engagement are set out in the order form or statement of work between Chert and Customer.

2. Eligibility & Accounts

The Services are intended for businesses. By using the Services, you represent that you are at least 18 years old and have authority to bind the entity you represent. You are responsible for safeguarding any credentials issued to you and for all activity under your account, and you agree to notify us promptly of any unauthorized use.

3. Customer Data & Compliance Obligations

“Customer Data” means all data, content, prospect lists, and materials that Customer (or anyone acting on Customer’s behalf) provides to or generates through the Services. As between the parties, Customer owns Customer Data. Customer grants Chert a non-exclusive, worldwide, royalty-free license to host, process, transmit, and use Customer Data solely to provide and improve the Services and as otherwise permitted by these Terms.

Customer represents and warrants that:

• it has all rights, consents, and lawful bases necessary to provide Customer Data (including prospect contact information) to Chert and to authorize Chert to send messages and conduct conversations on Customer’s behalf;
• its use of the Services and the contents of any campaigns will comply with all applicable laws and regulations, including without limitation the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, state and international anti-spam and unsolicited messaging laws, GDPR, CCPA/CPRA, carrier rules, and platform terms (including Apple iMessage terms); and
• it will promptly process opt-out, do-not-contact, and data subject requests it receives, and will not instruct Chert to contact any individual who has opted out.

4. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Services to send unlawful, fraudulent, deceptive, harassing, defamatory, sexually explicit, or otherwise objectionable content;
• impersonate any person or entity, or misrepresent affiliation with a person or entity, in a manner that is deceptive or unlawful;
• send messages to recipients who have not provided a lawful basis to be contacted, or who have opted out;
• use the Services for political campaigning, regulated industries, or other use cases prohibited by applicable platform or carrier rules without our prior written consent;
• reverse engineer, decompile, or attempt to derive the source code, models, or underlying ideas of the Services;
• interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to the Services or related systems.

We may suspend or terminate access to the Services if we reasonably believe Customer has violated this Section.

5. AI Output

The Services use artificial intelligence to draft and send messages. While Chert reviews and tunes its systems for quality and safety, AI output may be inaccurate, incomplete, or otherwise unsuitable for a given context. Customer is responsible for reviewing campaigns and exercising its own judgment before relying on any output. Chert makes no warranty that AI output will be accurate, error-free, or fit for a particular purpose.

6. Fees & Payment

Customer agrees to pay all fees specified in the applicable order form or statement of work. Unless otherwise stated, fees are due within 30 days of invoice, are non-refundable, and are exclusive of taxes (other than taxes on Chert’s net income). Late amounts may bear interest at the lower of 1.5% per month or the maximum rate permitted by law.

7. Intellectual Property

Chert and its licensors retain all right, title, and interest in and to the Services, including all software, models, prompts, documentation, and related intellectual property, and any improvements, enhancements, or modifications thereto. No rights are granted to Customer except as expressly set forth in these Terms. Customer may submit feedback or suggestions, and Chert may use such feedback without restriction or obligation.

8. Confidentiality

Each party may receive non-public information of the other party (“Confidential Information”). The receiving party will use Confidential Information only to perform its obligations under these Terms, will protect it using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to its personnel and service providers under similar confidentiality obligations.

9. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference into these Terms.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHERT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHERT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY PARTICULAR PIPELINE, RESPONSE RATE, OR BUSINESS OUTCOME WILL BE ACHIEVED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CHERT FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A PARTY’S BREACH OF CONFIDENTIALITY OR THE ACCEPTABLE USE SECTION.

12. Indemnification

Customer will defend, indemnify, and hold harmless Chert and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data; (b) Customer’s use of the Services in violation of these Terms or applicable law; or (c) campaigns or messages sent at Customer’s direction.

13. Term & Termination

These Terms remain in effect for the term set forth in the applicable order form or for so long as Customer uses the Services. Either party may terminate for the other party’s material breach if not cured within 30 days of written notice. Upon termination, Customer’s right to use the Services ceases, and the parties’ rights and obligations that by their nature should survive termination will survive (including Sections 3, 7, 8, 10, 11, 12, and 14).

14. Governing Law & Disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute not subject to arbitration. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

15. Changes to the Services or Terms

We may modify the Services or these Terms from time to time. For material changes to these Terms, we will provide reasonable notice (for example, by posting an updated version with a new “Last updated” date or by emailing you). Continued use of the Services after the effective date of the updated Terms constitutes acceptance.

16. Miscellaneous

These Terms, together with any order form or statement of work, constitute the entire agreement between the parties regarding the Services and supersede any prior agreements on the subject. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party may assign these Terms without the other party’s consent, except in connection with a merger, acquisition, or sale of substantially all of its assets. Failure to enforce a provision is not a waiver. Notices to Chert should be sent to the email address below.

17. Contact

Chert Technologies, Inc.
Email: contact@trychert.com