Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or the organization you represent) ("Customer", "you") and Chalvas, Inc., a Delaware corporation ("Chalvas", "we", "us", or "our"), governing your access to and use of the Chalvas platform, including all products, applications, APIs, documentation, and related services (collectively, the "Services").

By creating an account, clicking "I Agree", or otherwise accessing the Services, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (incorporated herein by reference). If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

Chalvas reserves the right to update these Terms at any time. Material changes will be communicated via email and in-app notice at least 30 days before taking effect. Continued use of the Services after the effective date constitutes acceptance.

Account Creation

To access most features of the Services, you must create an account and provide accurate, current, and complete information. You agree to maintain and promptly update your account information.

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:

• Use a strong, unique password and enable multi-factor authentication (MFA)
• Immediately notify Chalvas of any unauthorized access or security breach at security@chalvas.ai
• Not share credentials or allow others to access the Services using your credentials
• Ensure any API keys or tokens you generate are kept secure and rotated regularly

Age & Eligibility

You must be at least 18 years old and have the legal capacity to enter contracts to use the Services. The Services are designed for business and professional use.

Organizational Accounts

If you create a workspace on behalf of an organization, you represent and warrant that you have authority to bind the organization to these Terms, and that all users provisioned by your organization are bound by these Terms.

You may use the Services only for lawful purposes consistent with these Terms. You agree not to:

Prohibited activities

• Use the Services to generate, distribute, or facilitate illegal content, including content that infringes copyright, constitutes defamation, harassment, or violates applicable law
• Create, train, or assist in creating autonomous systems that could cause harm without adequate human oversight
• Attempt to reverse engineer, decompile, or extract source code from the Services or underlying AI models
• Use the Services to conduct competitive intelligence gathering or benchmarking for the purpose of building a competing product
• Use automated scraping, bots, or other means to access the Services in a manner that exceeds normal usage or disrupts service for others
• Circumvent or attempt to circumvent any access controls, rate limits, or usage quotas
• Introduce malware, viruses, or other harmful code into the Services
• Use the Services to violate any person's privacy rights or to process personal data in violation of applicable law
• Impersonate any person or entity, or misrepresent your affiliation

AI-Specific Restrictions

• Do not use AI agents to make fully autonomous high-stakes decisions (medical diagnoses, legal determinations, financial advice) without human review and appropriate professional oversight
• Do not use the Services to generate CSAM or any content that exploits or harms children
• Do not attempt to "jailbreak" or otherwise manipulate AI models to bypass safety filters
• Do not use the Services to create deepfakes or synthetic media designed to deceive

Chalvas reserves the right to suspend or terminate accounts that violate this policy without notice in cases of serious or repeated violations.

Chalvas IP

The Services, including all software, technology, interfaces, documentation, trademarks, logos, and content created by Chalvas, are owned by Chalvas and its licensors. These Terms do not grant you any right, title, or interest in Chalvas's intellectual property except for the limited license to use the Services as described herein.

License Grant

Subject to your compliance with these Terms and payment of applicable fees, Chalvas grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

Feedback

If you provide Chalvas with suggestions, ideas, or other feedback regarding the Services ("Feedback"), you grant Chalvas a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate the Feedback into the Services without restriction or compensation to you.

Open Source

The Services may include open-source components governed by their respective licenses. A list of open-source components and their licenses is available in the Developer Documentation. Nothing in these Terms limits any rights you may have under applicable open-source licenses.

"Customer Content" means all data, documents, prompts, configurations, outputs, and other materials you submit to or create through the Services, including AI-generated outputs created from your inputs.

You retain ownership of your Customer Content. By submitting content to the Services, you grant Chalvas a limited license to process, store, and transmit your content solely as necessary to provide the Services to you.

Your responsibilities

• You are solely responsible for the accuracy, legality, and appropriateness of your Customer Content
• You represent that you have the right to submit all content you upload, including any third-party materials
• You are responsible for ensuring your use of the Services and Customer Content complies with applicable privacy laws (e.g., ensuring a lawful basis for processing personal data under GDPR)

AI-generated outputs

AI-generated outputs are Customer Content subject to your ownership to the extent permitted by applicable law. You are responsible for reviewing AI-generated outputs before use in critical decisions. Chalvas makes no warranties regarding the accuracy, completeness, or fitness of AI-generated content.

The Services incorporate third-party AI models from providers including Anthropic, OpenAI, Google, and others. Use of AI capabilities is subject to:

• The acceptable use policies of the relevant model provider
• Chalvas's AI Acceptable Use Policy (incorporated by reference)
• Applicable laws regarding automated decision-making and AI systems in your jurisdiction

AI Limitations

You acknowledge that AI systems can produce inaccurate, incomplete, or inappropriate outputs ("hallucinations"). You agree to:

• Apply human judgment and appropriate review before acting on AI outputs in high-stakes decisions
• Not represent AI-generated content as human-authored without disclosure where required by law
• Implement appropriate controls and oversight for autonomous AI agents operating within your organization

Model Updates

Chalvas may update, change, or discontinue AI models at any time. Enterprise customers on fixed-model plans will receive 60 days notice before a model deprecation.

Fees

Paid plans are billed in advance on a monthly or annual basis. Prices are listed on our pricing page and are subject to change with 30 days notice to existing customers.

Auto-renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. Annual plans renew annually.

Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and similar charges except for taxes based on Chalvas's income.

Refunds

• Monthly plans: No refunds for partial months. Cancel any time to stop future charges.
• Annual plans: Pro-rated refunds available within 30 days of renewal for annual plans. No refunds after 30 days.
• Enterprise plans: Refund terms governed by your Order Form or MSA.

Late Payments

Overdue balances accrue interest at 1.5% per month (or the maximum permitted by law, if lower). We reserve the right to suspend access for accounts with overdue balances after 10 days notice.

Enterprise customers (those on Enterprise or Government plans, or with a signed MSA) receive additional terms including:

• Data Processing Agreement (DPA): Governs processing of personal data within your tenant, including GDPR-compliant Standard Contractual Clauses
• Service Level Agreement (SLA): Uptime commitments, incident response times, and credit procedures
• Security Addendum: Penetration testing rights, audit cooperation, and security questionnaire responses
• HIPAA Business Associate Agreement (BAA): Available for healthcare customers on qualifying plans

Enterprise agreements take precedence over these Terms where they conflict. Contact your account executive for copies of standard enterprise addenda.

Uptime is calculated as: (total minutes in period − unplanned downtime minutes) / total minutes × 100. Scheduled maintenance windows (announced 48h in advance) are excluded from uptime calculations. Service credits must be requested within 30 days of the incident.

Chalvas publishes real-time and historical status at status.chalvas.ai.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHALVAS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

AI-GENERATED OUTPUTS ARE PROVIDED WITHOUT WARRANTY AS TO ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHALVAS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

IN NO EVENT SHALL CHALVAS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless Chalvas and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services in violation of these Terms
• Your Customer Content, including any claim that it infringes third-party intellectual property or privacy rights
• Your violation of any applicable law, regulation, or third-party right
• Your negligence or willful misconduct

Chalvas will provide prompt notice of any claim and may participate in the defense at its own expense. You may not settle any claim that imposes obligations on Chalvas without our prior written consent.

Term

These Terms commence when you first access the Services and continue until terminated.

Termination by You

You may terminate your account at any time through account settings or by contacting support. Termination takes effect at the end of your current billing period for paid plans.

Termination by Chalvas

We may terminate or suspend your access:

• Immediately, without notice, for material breaches of these Terms (including prohibited uses)
• With 30 days notice, for any reason on paid plans
• Immediately, for non-payment after 10 days notice

Effect of Termination

Upon termination: (a) all licenses granted to you end immediately; (b) you must cease using the Services; (c) we will make your Customer Content available for export for 30 days post-termination, after which it will be deleted per our retention policy; (d) accrued fees remain due.

Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. Any dispute arising from these Terms or the Services shall first be escalated through good-faith negotiation. If unresolved after 30 days, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings in San Francisco, California.

EU/UK customers: Disputes may alternatively be resolved through the competent courts of your country of residence for consumer matters. For business disputes, San Francisco courts have exclusive jurisdiction.

Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. This waiver does not apply to the extent prohibited by applicable law.

Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms or MSAs, constitute the entire agreement between you and Chalvas regarding the Services and supersede all prior agreements.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

No Waiver

Failure to enforce any provision of these Terms does not waive Chalvas's right to enforce it later.

Assignment

You may not assign these Terms or your rights hereunder without Chalvas's prior written consent. Chalvas may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all assets with 30 days notice.

Force Majeure

Neither party will be liable for delays or failures in performance resulting from events beyond their reasonable control, including natural disasters, cyberattacks by third parties, government actions, or internet infrastructure failures, provided the affected party promptly notifies the other and takes reasonable steps to mitigate the impact.

Contact

For legal inquiries: legal@chalvas.ai
Chalvas, Inc. · 340 Pine Street, Suite 800 · San Francisco, CA 94104 · USA