ChatMx Term and Condition
ChatMx Terms of Service
Last Updated: Jan 30, 2025
1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between Nostrade Inc. (operating as “Fermion AI Group”) ("ChatMx," "we," "us," or "our") and you (either an individual or the entity you represent) ("Customer," "you," or "your") governing your access to and use of ChatMx, our AI-powered chatbot widget and related platform, including our website, software, applications, integrations, and related services (collectively, the "Services").
By accessing or using the Services, creating an account, subscribing to a plan, deploying the ChatMx widget, or clicking "I Accept," you represent and warrant that:
- You are at least 18 years of age and have the legal capacity to enter into binding contracts;
- If entering this agreement on behalf of an organization, you have the authority to bind that organization to these Terms;
- You have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at https://www.chatmx.io/ or other URL we provide for the Privacy Policy);
- This electronic agreement has the same legal force and effect as a written signature.
If you do not agree to these Terms, you must immediately discontinue use of the Services.
2. Definitions
"Account" means the account created by a customer to access and use the Services.
"ChatMx Widget" means the ChatMx chatbot widget and related scripts, code snippets, and configurations deployed on Customer’s website(s) or digital properties.
"Customer" means the business entity (or the individual acting on behalf of that entity) that subscribes to and deploys the Services.
"Customer Data" means all data, content, and information submitted, uploaded, transmitted, made available, or processed by Customer or End Users through the Services, including but not limited to chat transcripts, messages, prompts, responses, end-user contact details, website content, knowledge base content, business rules, and configuration data.
"Documentation" means ChatMx user guides, technical documentation, and other materials made available within the Services or as otherwise provided by ChatMx.
"End Users" means Customer's website visitors, customers, or other individuals who interact with the Services deployed on Customer's website(s) or digital properties.
"Subscription Plan" means the service tier selected by Customer as described on https://www.chatmx.io (or any pricing page we designate), which may be modified by ChatMx from time to time.
"Subscription Term" means the period for which Customer has subscribed to the Services, either monthly (30-day rolling period from signup date) or annual (12 months from signup date), unless otherwise stated in an Order Form.
"Order Form" means any ordering document, statement of work, or online checkout flow referencing these Terms.
3. Service Provision and Subscription
3.1 Access to Services
Subject to Customer's compliance with these Terms and payment of applicable fees, ChatMx grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes in connection with Customer’s website operations and customer communications.
3.2 Deployment on Customer Websites
Customer may deploy the ChatMx Widget on one or more Customer-controlled websites or digital properties as permitted by Customer’s Subscription Plan. Customer is responsible for ensuring the Widget is deployed only on websites that Customer owns or controls and for which Customer has appropriate authority.
3.3 Subscription Plans and Usage Limits
Each Subscription Plan may include specific usage limits (such as number of conversations, messages, seats, websites, or other metrics) as described on our pricing page or in an Order Form. Customer is responsible for monitoring usage and ensuring compliance with plan limits. ChatMx reserves the right to modify Subscription Plans, features, and pricing at any time, with changes taking effect at the start of Customer's next Subscription Term, unless otherwise required by applicable law.
3.4 Automatic Renewal
SUBSCRIPTIONS AUTOMATICALLY RENEW. Unless Customer cancels their subscription before the end of the current Subscription Term, the subscription will automatically renew for successive terms of the same length (monthly or annual) at the then-current rates. Customer authorizes ChatMx and its payment processors to charge Customer's payment method on file for each renewal period.
3.5 Account Registration and Security
Customer must provide accurate, complete, and current information during registration and maintain the accuracy of such information throughout the Subscription Term. Customer is responsible for:
- Maintaining the confidentiality of account credentials (usernames, passwords, API keys);
- All activities that occur under Customer's account;
- Notifying ChatMx immediately of any unauthorized access or security breach.
ChatMx is not liable for any loss or damage arising from Customer's failure to protect account credentials.
4. Fees and Payment
4.1 Subscription Fees
Customer agrees to pay all Subscription Fees associated with their selected Subscription Plan. All fees are:
- Stated in the currency shown at checkout (unless otherwise specified);
- Exclusive of all taxes, duties, and governmental charges (which Customer is responsible for);
- Due in advance at the beginning of each Subscription Term;
- Non-refundable except as expressly required by applicable law or as explicitly stated in an Order Form.
4.2 Payment Processing
ChatMx uses third-party payment processors (such as Stripe) ("Payment Processors") to process payments. By providing payment information, Customer:
- Authorizes ChatMx and Payment Processors to charge the payment method for all applicable fees, including Subscription Fees, overage charges (if applicable), and taxes;
- Represents and warrants that the payment information is accurate, complete, and belongs to Customer or an authorized user;
- Agrees to promptly update payment information if it changes or expires;
- Acknowledges that ChatMx does not store full credit card information.
Customer's use of Payment Processors is subject to the Payment Processor's terms and conditions. ChatMx is not responsible for any fees charged by Payment Processors, banks, or other financial institutions.
4.3 Failed Payments
If any payment fails or is declined:
- ChatMx may suspend or terminate access to the Services;
- Customer remains responsible for all unpaid amounts;
- ChatMx may use collection services to recover unpaid amounts, and Customer will be responsible for reasonable collection costs to the extent permitted by law.
4.4 Taxes
All fees are exclusive of federal, provincial, local, or foreign taxes, levies, duties, or similar governmental assessments ("Taxes"). Customer is responsible for paying all applicable Taxes. If ChatMx is required to collect Taxes, Customer will be charged such amounts unless Customer provides a valid tax exemption certificate where applicable.
4.5 Price ChangesChatMx reserves the right to change Subscription Fees at any time. Price changes will not affect the current Subscription Term and will take effect at the beginning of the next Subscription Term. ChatMx will provide reasonable advance notice of material price increases (for example, by email or in-app notification). If Customer does not agree to a price increase, Customer may cancel their subscription before the new pricing takes effect.
5. Customer Obligations and Restrictions
5.1 Acceptable Use
Customer agrees to use the Services only for lawful purposes and in accordance with these Terms. Customer will not, and will not permit any End User to:
- Violate any applicable law, regulation, or third-party right;
- Use the Services to transmit, distribute, or store material that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable;
- Interfere with or disrupt the integrity or performance of the Services or third-party data;
- Attempt to gain unauthorized access to the Services, accounts, computer systems, or networks;
- Use the Services to develop competing products or services;
- Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Services;
- Use the Services to send spam, unsolicited communications, or violate anti-spam laws (including Canada’s Anti-Spam Legislation, CASL);
- Impersonate any person or entity, or falsely state or misrepresent affiliation with any person or entity;
- Use automated systems (bots, scrapers, crawlers) to access the Services without ChatMx’s express written permission;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services;
- Attempt to bypass safety filters, abuse protections, rate limits, or access controls, including prompt-injection or similar techniques intended to force undesired system behavior.
5.2 Customer Data Responsibilities
Customer is solely responsible for:
- The accuracy, legality, and quality of all Customer Data;
- Obtaining all necessary rights, permissions, and consents to submit Customer Data to the Services and to allow End Users to interact with the chatbot;
- Ensuring Customer Data does not violate any third-party rights (including intellectual property, privacy, or publicity rights);
- Complying with all applicable data protection and privacy laws in connection with Customer Data;
- Providing End Users with appropriate disclosures (including that chat conversations may be recorded and accessible to Customer);
- Backing up Customer Data independently (ChatMx is not a backup service).
Customer represents and warrants that Customer Data will not contain:
- Protected health information (PHI) or other regulated health data unless explicitly agreed in writing;
- Payment card information (PCI) requiring PCI-DSS compliance;
- Personal information of children under the applicable age of consent where prohibited by law;
- Information that is illegal, fraudulent, or violates applicable law.
5.3 Compliance with Third-Party Platform TermsCustomer is responsible for complying with the terms of service of any platforms integrated with the Services (e.g., CMS, e-commerce systems, analytics services). ChatMx is not responsible for enforcement of third-party platform terms or for suspension or termination of Customer's third-party accounts.
6. Intellectual Property Rights
6.1 ChatMx Technology
The Services, including all software, algorithms, models, interfaces, designs, documentation, content, trademarks, and logos (collectively, "ChatMx Technology"), are owned by or licensed to ChatMx and are protected by Canadian and international intellectual property laws. All rights not expressly granted in these Terms are reserved by ChatMx. Customer acquires no ownership rights in the ChatMx Technology.
6.2 Customer Data Ownership
As between ChatMx and Customer, Customer retains all rights, title, and interest in and to Customer Data. Customer grants ChatMx a worldwide, non-exclusive, royalty-free license to use, process, store, and transmit Customer Data solely to:
- Provide, maintain, and improve the Services;
- Generate AI outputs and responses for Customer and End Users;
- Create aggregated, anonymized analytics and usage data that does not identify Customer or any individual;
- Comply with applicable law and legal processes.
This license terminates when Customer Data is deleted from the Services, except for data retained in backups for a reasonable period or as required by law.
6.3 AI Outputs and Generated Content
The Services generate AI-powered responses, content, and outputs based on Customer Data and ChatMx Technology ("AI Outputs"). Subject to Customer's compliance with these Terms:
- Customer may use AI Outputs for any lawful purpose in connection with Customer's business;
- Customer is responsible for reviewing and verifying AI Outputs before use;
- ChatMx may use AI Outputs and related interaction patterns to improve the Services, except where prohibited by law or contract.
Customer acknowledges that AI Outputs are probabilistic in nature and may not always be accurate.
6.4 Feedback
If Customer provides ChatMx with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer grants ChatMx an unlimited, irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Services without any obligation to Customer.
6.5 BrandingCustomer may not remove, alter, or obscure any ChatMx branding, trademarks, or logos displayed in connection with the Services unless specifically authorized in writing by ChatMx.
7. Data Privacy and Security
7.1 Privacy Policy
ChatMx’s collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Customer agrees to comply with all applicable privacy and data protection laws, including PIPEDA and applicable provincial privacy laws, and, where applicable, GDPR and other laws relevant to Customer’s operations.
7.2 Roles: Controller and Processor (Embedded Deployments)
When ChatMx is embedded and used on Customer’s website, Customer acts as the Data Controller (or equivalent role under applicable law) for personal information collected from End Users through chatbot interactions on Customer’s website, and ChatMx/Fermion AI Group acts as the Data Processor (or service provider) on Customer’s behalf. Customer is responsible for providing End Users with appropriate notices and obtaining any required consents. Where required, ChatMx will make available a data processing agreement (DPA).
7.3 Data Retention (Chat Logs)
ChatMx retains chatbot conversation logs for thirty (30) days, after which they are deleted or anonymized, unless a longer retention period is required or permitted by law or necessary for security, fraud prevention, dispute resolution, or enforcement of agreements. Customer acknowledges that Customer may access chat conversations generated on Customer’s embedded deployments during the retention period.
7.4 Security Measures
ChatMx implements commercially reasonable technical and organizational security measures to protect Customer Data, including encryption in transit, access controls, monitoring, and incident response procedures. However, no security system is impenetrable, and ChatMx cannot guarantee absolute security.
7.5 Data Breach Notification
In the event of a security incident that results in unauthorized access to or disclosure of Customer Data, ChatMx will notify Customer without unreasonable delay and will cooperate with Customer to investigate and remediate the incident as required by applicable law.
8. Service Availability and Modifications
8.1 Service Availability
ChatMx will use commercially reasonable efforts to make the Services available, but does not guarantee uninterrupted or error-free operation. The Services may be temporarily unavailable due to maintenance, third-party outages, force majeure events, or security incidents.
8.2 Service Modifications
ChatMx reserves the right to modify, update, or discontinue aspects of the Services at any time. If ChatMx discontinues a material feature included in Customer’s Subscription Plan, ChatMx will provide reasonable advance notice where practicable.
8.3 Beta Features
ChatMx may make beta, pilot, or experimental features available ("Beta Features"). Beta Features are provided "as is" without warranties and may be modified or discontinued at any time. Use is voluntary and at Customer’s own risk.
9. Third-Party Integrations and Services
9.1 Third-Party Platforms
The Services may integrate with third-party platforms and services. Such integrations are subject to third-party terms and may change or become unavailable at any time.
9.2 No Warranties for Third-Party Services
ChatMx does not control or assume responsibility for third-party services and disclaims liability for third-party availability, security, or performance.
10. Warranties and Disclaimers
10.1 Limited Warranty
ChatMx warrants that the Services will perform substantially in accordance with the Documentation under normal use. Customer’s sole remedy is that ChatMx will use commercially reasonable efforts to correct the non-conformity. If ChatMx cannot do so within a reasonable time, Customer may terminate the affected Services and receive a pro-rated refund of pre-paid Subscription Fees for the unused portion of the Subscription Term (if applicable).
10.2 Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW. CHATMX DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10.3 AI-Specific Disclaimers
CUSTOMER ACKNOWLEDGES AND AGREES THAT:
- AI Outputs may be inaccurate, incomplete, or inappropriate;
- Customer is solely responsible for reviewing and verifying AI Outputs before use;
- ChatMx does not guarantee business results (e.g., conversions, revenue, customer satisfaction).
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CHATMX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER TO CHATMX IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TO THE FULLEST EXTENT PERMITTED BY LAW, CHATMX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow certain exclusions or limitations; in such cases, liability will be limited to the maximum extent permitted by law.
- Confidentiality
The parties agree to protect each other’s Confidential Information using reasonable care and to use Confidential Information only to perform obligations or exercise rights under these Terms. Confidentiality obligations survive termination for three (3) years, and trade secret obligations survive as long as the information remains a trade secret. - Indemnification
Customer agrees to defend, indemnify, and hold harmless ChatMx and its affiliates from claims arising out of Customer’s use of the Services, Customer Data, Customer’s deployment of the Widget, or Customer’s violation of these Terms or applicable law.
14. Term and Termination
14.1 Term
These Terms commence on the date Customer accepts them and continue until terminated in accordance with this Section.
14.2 Termination by Customer
Customer may cancel at any time through account settings or by contacting support. Cancellation takes effect at the end of the current Subscription Term unless otherwise required by law or stated in an Order Form.
14.3 Termination by ChatMx
ChatMx may suspend or terminate Customer’s access for material breach, non-payment, security risks, illegal activity, or as required by law, with notice and an opportunity to cure where reasonably practicable.
14.4 Effect of Termination
Upon termination, Customer’s access ends, outstanding fees become due, and ChatMx may delete Customer Data in accordance with these Terms and the Privacy Policy.
15. General Provisions
15.1 Governing Law
These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Dispute Resolution
Before initiating formal proceedings, the parties agree to attempt to resolve disputes informally in good faith. Either party may commence legal proceedings in the courts located in Ontario, Canada, and each party attorns to the exclusive jurisdiction of such courts, unless otherwise required by applicable law.
15.3 Force Majeure
Neither party is liable for failures or delays caused by events beyond reasonable control (excluding payment obligations).
15.4 Assignment
Customer may not assign these Terms without ChatMx’s prior written consent. ChatMx may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
15.5 Amendments
ChatMx may modify these Terms by posting revised Terms or providing notice through the Services or email. Material changes will be effective after reasonable notice. Continued use after the effective date constitutes acceptance.
15.6 Entire Agreement
These Terms, together with the Privacy Policy, any DPA, and any Order Form, constitute the entire agreement between the parties regarding the Services.
16. Contact Information
For questions about these Terms or the Services, please contact:
Nostrade Inc. (Fermion AI Group)
101 Jevlan Dr
Woodbridge, Ontario L4L 8C2
Canada
Email: support@fermionaigroup.com
Legal inquiries: info@fermionaigroup.com
BY USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS.
.svg){kind=icon}
.svg){kind=icon}