Terms of Service

These terms are between [LEGAL ENTITY NAME] (“Chatly”, “we”) and the organisation that subscribes to the service (“Customer”, “you”). If you use Chatly as a member of someone else’s workspace, these terms apply to you as an authorised user, and your organisation’s own policies apply on top of them.

By creating an account or using Chatly, you accept these terms. If you do not accept them, do not use it.

Chatly is a hosted workplace messaging service: channels, direct messages, threads, file sharing, voice and video calls, search, and administrative tooling. Each Customer is provided with a dedicated instance of the service.

We develop the product continuously. Features may be added, changed, or removed. We will not remove a feature you materially depend on without reasonable notice to your administrators.

• Accounts are created by invitation from a workspace administrator. You may not create an account you have not been invited to.
• Two-factor authentication is mandatory. You are responsible for keeping your credentials, your device, and your recovery codes secure.
• You are responsible for activity under your account. Tell your administrator immediately if you believe it has been compromised.
• Administrators may deactivate accounts, change roles, restrict access by IP address, and export or delete content within their workspace.
• Accounts are personal. Do not share them.

You agree not to use Chatly to:

• break the law, or help anyone else do so;
• send malware, phishing, spam, or unsolicited bulk messages, including through incoming webhooks or the API;
• harass, threaten, defame, or discriminate against anyone, or share material that sexualises children or incites violence;
• infringe anyone’s intellectual property or privacy rights;
• attempt to gain unauthorised access to the service, other customers’ instances, or any underlying infrastructure, or probe or load-test it without our written permission;
• reverse engineer the service, resell it, or use it to build a competing product, except where that restriction is unenforceable by law;
• deliberately circumvent limits, quotas, or feature restrictions applicable to your plan.

We may suspend access to protect the service, other customers, or someone’s safety. Where the situation allows, we will tell you first, and we will restore access once the issue is resolved.

Security researchers acting in good faith are welcome. Report findings to security@chatly.team and we will not pursue you for testing that respects other customers’ data and does not degrade the service.

Your content remains yours. You grant us only the rights needed to host, transmit, back up, and display it in order to run the service for you, and to comply with the law.

You are responsible for what your users put into Chatly, for having the right to put it there, and for configuring retention, legal holds, and access controls to meet your own obligations.

Our handling of personal data is described in the Privacy Policy, and the providers involved are listed on the subprocessors page. Chatly is not end-to-end encrypted; see the Privacy Policy for what that means in practice.

We may take the service down for maintenance. Where planned, we will give administrators advance notice and prefer low-traffic windows.

Fees, billing frequency, and seat counts are as set out in your order or subscription. Unless stated otherwise: fees are charged per seat per month, are exclusive of taxes, and are non-refundable except where required by law. [Confirm before billing goes live: proration, trial length, refund and dunning terms.]

If your seat count increases during a billing period, we may charge for the additional seats. We will give at least [30 days] notice before changing prices, and any change takes effect at your next renewal.

If payment is overdue, we may suspend the service after giving you notice and a reasonable chance to fix it.

Chatly, including its software, design, and documentation, remains our property. These terms grant you a limited, non-exclusive, non-transferable right to use the service during your subscription. You get no rights in the software beyond that.

If you send us feedback or suggestions, we may use them without obligation to you. This does not give us any rights to your content.

Chatly can connect to third-party services — for example Google, Spotify, or GIF search — where you choose to enable them. Those services are governed by their own terms, and we are not responsible for them. Disabling them is always available to you.

Except as expressly stated in these terms, and to the fullest extent permitted by law, Chatly is provided “as is” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted, error-free, or that it will meet your requirements.

Nothing in these terms excludes liability that cannot be excluded by law, including for death or personal injury caused by negligence, or for fraud.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised such damages were possible.

Each party’s total aggregate liability arising out of these terms is limited to the amounts paid or payable by you to us in the [12 months] preceding the event giving rise to the claim. [Have counsel confirm this cap and any carve-outs for confidentiality, indemnity and data protection.]

• These terms apply for as long as you use Chatly.
• You may stop using the service and cancel your subscription at any time, effective at the end of your current billing period.
• We may terminate for material breach that is not fixed within [30 days] of notice, or immediately for serious misuse under section 4.
• On termination, you may export your data for [30 days], after which we delete your instance and its contents. Tell us before that window closes if you need an export.

We may update these terms. For material changes we will notify administrators before they take effect. Continuing to use Chatly after that constitutes acceptance. If you do not accept a material change, you may terminate and receive a pro-rata refund of prepaid fees for the remainder of your term.

These terms are governed by the laws of [STATE], United States, without regard to its conflict of laws rules. The courts of [VENUE] have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.

These terms, together with any order form and our Privacy Policy, are the entire agreement between us. If any provision is unenforceable, the rest continues to apply. Failure to enforce a provision is not a waiver of it. You may not assign these terms without our consent; we may assign them to a successor in connection with a merger or sale of assets.

Questions about these terms: legal@chatly.team.