Terms of Service

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Please read these terms and conditions carefully before using the ChatGuard Service. These terms of service form a binding contract between you ("Customer") and Coderrect Inc. dba ChatGuard ("ChatGuard").

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1. Definitions

"Authorized User" means Customer and its authorized employees, consultants, contractors, and agents who are registered with the Service.

"Confidential Information" means nonpublic information disclosed by a party under these terms, excluding information that is publicly available. 

"Customer Data" means information submitted to the Service by Customer.

"Service" means ChatGuard's website and services made available online by ChatGuard.

"Third Party Services" means third-party products, applications, services, software, networks, systems, directories, websites, databases, and information that the Service links to, or integrates with.

2. Access and Use

2.1 ChatGuard grants Customer a non-exclusive, non-transferable right to access and use the Service during the Term, solely for Customer's business purposes, subject to these terms. 

2.2 Customer will ensure that its and Authorized Users' use of the Service complies with ChatGuard's Acceptable Use Policy.

2.3 Customer is responsible for maintaining the confidentiality of its account credentials and remains responsible for all activities through its account.

2.4 ChatGuard may monitor use of the Service to improve the Service and prevent misuse. Data may be used in aggregated and anonymized form.

2.5 ChatGuard may suspend access to the Service if misuse is suspected, laws may be violated, or suspension is needed to protect the Service. ChatGuard will attempt to provide notice of any suspension.

3. Customer Responsibilities

3.1 Customer is solely responsible for Customer Data and making sure its use complies with laws and regulations. 

3.2 Customer will maintain the security of its account credentials and promptly notify ChatGuard about any unauthorized access.

3.3 Use of Third Party Services is subject to their terms and conditions. If Customer does not agree, then it should not enable or access those services.

3.4 Customer represents and warrants that it has the legal authority to initiate security attack simulations on their LLM models.

4. Fees and Billing

4.1 Customer will pay fees as stated on the ChatGuard website

4.2 ChatGuard may charge interest of 1.5% per month on overdue amounts. Customer will reimburse ChatGuard for reasonable costs of collecting unpaid amounts.  

4.3 Fees are exclusive of any taxes, which will be Customer's responsibility.

5. Confidentiality 

5.1 Each party will protect the other's Confidential Information using reasonable care.

5.2 Confidential Information may only be shared with third parties as required by law. The information remains protected for 3 years from disclosure.

6. Intellectual Property

6.1 ChatGuard owns all intellectual property rights in the Service. Customer owns its intellectual property rights in Customer Data. 

6.2 Customer grants ChatGuard a license to use Customer Data to provide and improve the Service.

6.3 Feedback provided about the Service becomes ChatGuard's property.

7. Warranties and Liability

7.1 The Service comes with a limited warranty that it will meet service levels when used according to documentation.

7.2 The Service is provided on an "as is" basis with no other warranties. ChatGuard disclaims any liability for loss of data, security issues, service interruptions, and other disclaimed matters.

7.3 Neither party is liable for indirect, consequential, special or punitive damages arising from the agreement. ChatGuard's liability is limited to the amount paid by Customer in the prior 6 months, or $50,000, whichever is less.

8. Indemnification

Customer will defend and indemnify ChatGuard from third party claims: (a) related to Customer Data infringing intellectual property rights; (b) arising from Customer's use of the Service beyond authorized scope; or (c) based on Customer's negligence or misconduct.

9. Term and Termination

9.1 This agreement continues until terminated by a party.  

9.2 ChatGuard may terminate for nonpayment, material breach of sections 2, 3, 5, or immediately if Customer's use may violate laws or become illegal. 

9.3 After termination, Customer's access ceases. Termination does not excuse Customer from paying outstanding fees.

10. Changes to Terms

ChatGuard may modify these terms of service and will provide reasonable advance notice of any changes that materially reduce service levels. Continued use of the Service after changes become effective constitutes acceptance of the modified terms.

11. General 

11.1 This agreement is governed by Texas law. All disputes will be resolved by arbitration administered by the American Arbitration Association in Houston, Texas.  

11.2 Neither party is liable for force majeure events beyond its reasonable control.

11.3 This agreement constitutes the entire agreement and supersedes any prior agreements or understandings.

11.4 Any notices must be in writing and delivered to the party's corporate headquarters. Legal notices may also be provided electronically. 

11.5 If any provision of this agreement is found unenforceable, the remaining terms will remain in effect.

11.6 Failure to exercise rights under these terms does not waive those rights.

11.7 ChatGuard may assign this agreement. Customer may not assign it without ChatGuard's prior consent.

11.8 Contact for any questions about these terms is contact@chatguard.ai.

12. Export Compliance 

Customer will comply with all applicable export control laws and regulations in its use of the Service. The Service may not be accessed or used in violation of any U.S. embargo or sanctions laws.

13. Unauthorized Security Testing

Customer may not attempt to probe, scan or test the vulnerability of the Service without ChatGuard's prior written approval. Unauthorized testing is prohibited and may violate applicable laws.

14. Security Attack Simulations Authorization and Liability Exemption

‍14.1 The Customer hereby grants ChatGuard explicit permission to conduct security attack simulations on the Customer's LLM model as part of the Service. These simulations are intended to test the security robustness of the Customer's model.

14.2 The Customer acknowledges that these simulations may involve probing, scanning, and vulnerability testing of the Customer's LLM model.

14.3 The Customer agrees to exempt and hold harmless ChatGuard from any liabilities, claims, damages, or losses arising from or related to the security attack simulations conducted on their LLM model by ChatGuard.

14.4 ChatGuard agrees to conduct such simulations responsibly and in accordance with industry-standard security practices.

15. Contact Us

If you have any questions about these Terms, you can contact us by email: contact@chatguard.ai