LAST UPDATED: OCTOBER 17TH, 2023 (added section on SPECIFIC FEATURES)

SMBAPPS INC. (HEREIN REFERRED TO AS “SMBAPPS”, “WE”, “US” AND/OR “OUR”) PROVIDES AN ONLINE SERVICE FOR ANY BUSINESS TO CHAT WITH THEIR WEBSITE VISITORS USING THE BREVI CHAT SOFTWARE AND APPLICATIONS, (THE “BREVI CHAT SERVICE”). BY SIGNING UP AND USING THE SERVICE, YOU, THE USER OF THE BREVI CHAT SERVICE, REPRESENT THAT: YOU ARE A REPRESENTATIVE OF AN ORGANIZATION (HEREIN REFERRED TO AS “CUSTOMER”, “YOU”, AND/OR “YOUR”), YOU ARE DULY AUTHORIZED TO ENTER INTO THESE TERMS AND CONDITIONS WHICH CONSTITUTE A CONTRACTUAL AGREEMENT (THE “AGREEMENT”), AND YOU AND THE ENTITY YOU REPRESENT DO HEREBY AGREE TO THIS AGREEMENT, THE SMBAPPS ACCEPTABLE USE POLICY, AND THE SMBAPPS PRIVACY POLICY WHICH ARE INCORPORATED INTO AND GOVERNED BY THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE USING THE BREVI CHAT SERVICE ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, AND THE TERMS “CUSTOMER”, “YOU”, AND “YOUR” ALSO INCLUDE SUCH ENTITY.

Provision of Services. SMBapps will make the Brevi Chat Service available to Customer pursuant to the Agreement. Subject to the terms and conditions of this Agreement, SMBapps hereby grants Customer a non-exclusive right to access and use the Brevi Chat Service solely for its internal business purposes. SMBapps retains the right to change, modify, disable, or otherwise terminate access to the Brevi Chat Service at any time for any reason or no reason.

Limitations. The Brevi Chat Service will be used or accessed only by an authorized representative of Customer. As a condition of your use of and access to the Brevi Chat Service, you agree to comply with any application-, tool-, or content-specific rules published within the Brevi Chat Service as well as the Acceptable Use Policy, which SMBapps may modify or supplement in its discretion from time to time (with notice to you of material changes).

Customer Responsibilities. Customer will (a) be responsible for its compliance with this Agreement and use of the Brevi Chat Service; (b) be solely responsible for the accuracy, quality, integrity and legality of the Customer Materials (as defined below); (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Brevi Chat Service; and associated documentation (the “Documentation”) and notify Brevi Chat Service; promptly of any such unauthorized access or use; and (d) use the Brevi Chat Service only in accordance with the Agreement, the Documentation and applicable laws and regulations. Without limitation of the foregoing, Customer represents, warrants and covenants that: it has (and will have) the right to provide any information about an identified or identifiable natural person, household of device to SMBapps and will provide such information to SMBapps in compliance with applicable laws and that all such information has been (and will have been) obtained in compliance with all applicable laws and that all such information shall be true, accurate, complete and correct and correspond to the natural person to which it purports to relate, including to any natural person intended to be contacted in connection with the Brevi Chat Service (if any); and it has (and will at all times have) provided any notice and obtained any consents necessary to enable SMBapps to lawfully provide the Brevi Chat Service to Customer, including without limitation (if applicable) obtaining any consent from natural persons required by applicable law for SMBapps to send email and/or text messages on Customer’s behalf to natural persons.

Text Messaging. By using our SMS notification facilities, you acknowledge and consent to your contact details being passed to and stored by SMBapps and the SMS Provider(s) and acknowledge and understand that certain data about your use of Text Messaging will be shared with the SMS Provider(s), including, but not limited to, the contents and metadata of each message. Such data will be shared with the SMS Provider(s) for the purpose of providing the Service to you. You understand and agree that we may limit the number of messages delivered to you.

You are responsible for ensuring that any chatbot instructions or other content you make available (collectively, "Inputs") are appropriate and permissible under these Terms.

Use of our AI chatbot features - which use ChatGPT and other AI platforms (collectively, "AI Models") - may result in content, materials, data, visuals, metrics, insights, optimizations, recommendations, and other output generated and/or provided by the AI Models and our processing of such (collectively, “Outputs”) that are inaccurate or otherwise not fit for use (including from a legal and/or business perspective).

SMBAPPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED THAT THE AI MODELS OR ANY OUTPUTS ARE FREE FROM ERROR OR BIAS. YOU ARE SOLELY RESPONSIBLE FOR SUCH OUTPUTS. YOU ACKNOWLEDGE THAT SUCH OUTPUTS MAY BE DELIVERED TO YOUR WEBSITE VISITORS WITHOUT YOUR INTERVENTION. YOU MUST CAREFULLY REVIEW THE RESULTING OUTPUTS AND ALERT YOUR WEBSITE VISITORS IF SUCH OUTPUTS ARE NOT ACCURATE, LAWFUL, OR OTHERWISE APPROPRIATE.

You acknowledge and agree that we leverage certain third parties to provide AI Models, including to generate Outputs and to process and store Inputs and Outputs in private hosting environments. By using the AI Model, you authorize and agree that such third parties may access, use, and store any Inputs and Outputs pursuant to their relevant terms and privacy policies.

Without limiting our rights otherwise set forth in this Agreement, by using the AI Models, you hereby grant SMBapps (and their agents, employees, officers, directors, independent contractors, affiliates, subsidiaries and representatives) a worldwide, non-exclusive, irrevocable, transferable, royalty-free, fully paid-up, sublicensable (through multiple-tiers) license to access, use, modify, display, publicly perform, distribute, copy, create derivatives from (including derivative works of) and process any and all Inputs and Outputs (including any intellectual property contained therein or embodied thereby) for any purpose, including to develop and improve the AI Models and for purposes stated in our Privacy Statement.

We may use your Inputs and Outputs, including Customer Data, for machine learning purposes in order to develop and improve the AI Model, our services, and similar products and features, and you instruct us to process Customer Data for such purposes. You may select preferences about your data by visiting your account settings.

You acknowledge that AI Models may only be available in certain languages and subject to certain limitations (e.g., restrictions on use for certain types of customers or for certain purposes). You agree to comply with any such restrictions or limitations. We may modify, suspend, discontinue, or further limit use of the AI Models at any time (without any notice to you). We may limit, suspend, or terminate AI Models or your participation in or access to AI Models at any time, with or without cause. If we do any of the foregoing, we are not in any way liable to you for any modification, suspension, termination, discontinuation, or limitation. Without limitation, the laws and regulations governing artificial intelligence and related technology are uncertain and evolving, and the ability to use the AI Models and/or Outputs may be adversely impacted in the future.

You agree to use the AI Models (and any Outputs) in full compliance with this Agreement and in accordance with our Acceptable Use Policy.

Pricing. SMBapps will maintain a pricing page here. By using the Brevi Chat Service, you agree to pay SMBapps the amount set forth on the pricing page for the particular Brevi Chat Service to which you are subscribing.

Payment. If you are a paying subscriber to the Brevi Chat Service, SMBapps will use a third-party payment processor to request your credit card information and process payment. All subscription plans will automatically renew on the same day each month as the initial payment, until cancelled.

Cancellation. If you'd like to cancel your paid subscription, please email support@brevi.ai or login to your account to cancel your subscription. Once you cancel your subscription, SMBapps will no longer charge your credit card for future subscription payments, and your account will be downgraded to a non-paid account level.

Refunds. SMBapps does not provide partial refunds for unused monthly or annual plans, unless a system malfunction caused a problem.

SMBapps's Termination Rights. SMBapps maintains the full right to terminate your access to the Brevi Chat Service at any time for any reason.

SMBapps's Ownership Rights. SMBapps exclusively owns all right, title and interest in and to the Brevi Chat Service and Documentation. Except for the express access right granted hereunder, SMBapps reserves all rights, title and interests in and to the Brevi Chat Service, Documentation and SMBapps’s confidential information.

Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (collectively, “Customer Feedback”) to SMBapps with respect to the Brevi Chat Service. SMBapps will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants SMBapps a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Customer Feedback; and (b) use the Customer Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Customer Feedback and/or any subject matter of the Customer Feedback.

Public Areas. The Brevi Chat Service may feature community areas and other public forums, including but not limited to a blog (the "Public Areas"). If you use a Public Area you are solely responsible for your own Customer Feedback, the consequences of posting your Customer Feedback, and your reliance on any information in the Public Areas or other areas of the Brevi Chat Service. If you feel threatened or believe that someone else is in danger, you should contact your local law enforcement agency immediately. Any information you share, including without limitation any discussions with others, in any online Public Area is by design open to the public and is not private. SMBapps reserves the right, but shall not be obligated, to record any dialogue or exchanges in the Public Areas of the Brevi Chat Service. SMBapps shall have no responsibility for any actions taken, or failures to take action, with respect to the Public Areas of the Brevi Chat Service or any submissions by you or other users. As with any public forum on any website, the information you post may show up in third-party search engine results.

Customer Materials. As between SMBapps and Customer, the email addresses and other information about Customer’s visitors collected by the Customer or made available through the Brevi Chat Service and any content created by Customer and/or made available through the Brevi Chat Service (collectively, the “Customer Materials”) will be owned by Customer. Customer hereby grants to SMBapps a non-exclusive, royalty-free, fully paid up, and worldwide ongoing license to copy, modify (including the right to create derivative works of), display and use the Customer Materials solely in connection with performing the Brevi Chat Service. In addition, SMBapps may collect and utilize data and other information, including without limitation the Customer Materials, in aggregated or other de-identified form, derived from use and performance of the Brevi Chat Service and its related products and services under this Agreement for SMBapps’s own business purposes, for the purposes of developing, delivering and enhancing SMBapps’s products and services, and for internal evaluation of trends, system usage, security threats, intrusions and other similar internal purposes. Our data collection, use, and disclosure practices, including the use of browser cookies, are outlined more fully in our Privacy Policy (which may change from time to time).

Use of marks and case studies. SMBapps may, at its sole discretion, reference the Customer as a user of the Brevi Chat Service in SMBapps marketing collateral, including website content, blog content, email messages, and more.

No legal advice. SMBapps does not provide legal advice. Customer acknowledges that SMBapps will not render any opinions regarding Customer Materials or Customer’s obligations with respect to end user notices, consents and permissions. Any consultation, training and forms provided by SMBapps are provided for informational purposes only, and not for the purpose of providing legal advice. CUSTOMER MUST CONSULT WITH ITS OWN LEGAL COUNSEL FAMILIAR WITH CUSTOMER’S UNIQUE REQUIREMENTS AND LEGAL / REGULATORY OBLIGATIONS RELATED TO THE COMPLIANT USE OF THE SERVICES OBTAINED PURSUANT TO THIS AGREEMENT.

Customer represents, warrants and covenants to SMBapps as follows: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized and constitutes a binding obligation enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy laws or other laws affecting the rights of creditors generally; (c) the person(s) executing this Agreement on Customer’s behalf has actual authority to bind Customer to this Agreement; and (d) Customer’s execution and performance of this Agreement does not and will not violate or conflict with any provision of Customer’s governing corporate instruments or of any commitment, agreement or understanding that such party has or will have to or with any person or entity.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SMBAPPS MAKES NO, AND DISCLAIMS ANY AND ALL, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SMBAPPS DOES NOT GUARANTEE THAT THE BREVI CHAT SERVICE WILL MEET ALL OF CUSTOMER'S REQUIREMENTS. CUSTOMER REPRESENTS AND ACKNOWLEDGES THAT SMBAPPS DOES NOT WARRANT THAT THE BREVI CHAT SERVICE WILL OPERATE AT ALL TIMES IN AN UNINTERRUPTED OR ERROR FREE FASHION, AND SMBAPPS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO ANY SUCH INTERRUPTION OR ERROR.

Customer will defend SMBapps against any claim made or brought against SMBapps by a third party (a “Claim”) arising out of Customer’s use of the SMBapps Service and will indemnify SMBapps for any damages finally awarded against, and for reasonable attorney’s fees incurred by, SMBapps in connection with any such Claim; provided that (a) SMBapps will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without SMBapps’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases SMBapps of all liability) and (c) SMBapps reasonably cooperates with Customer in connection therewith.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL SMBAPPS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF SMBAPPS HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SMBAPPS BE LIABLE FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE INCIDENT OR CLAIM. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

Term. The term of this Agreement will commence upon Customer’s sign up and acceptance of this Agreement. Thereafter, the term of this Agreement will automatically continue provided, however, that SMBapps may terminate this Agreement and the availability of the Brevi Chat Service to Customer at any time without notice. If Customer desires to discontinue the Brevi Chat Service, Customer must notify SMBapps of its intent to terminate the relationship and Customer may uninstall and discontinue the Brevi Chat Service at Customer’s own expense.

Right to Suspend. SMBapps may temporarily suspend Customer’s or any of Customer’s end users’ access to any portion of the Brevi Chat Service if SMBapps reasonably determines that: (a) there is a threat or attack on the Brevi Chat Service or other event that may create a risk to the Brevi Chat Service, Customer or any other customer of SMBapps; (b) Customer’s use of the Brevi Chat Service or any Customer Materials disrupts or poses a security risk to the Brevi Chat Service or any other SMBapps customer; or (c) Customer is using the Brevi Chat Service in violation of the Agreement, including but not limited to, using the Brevi Chat Service for fraudulent or illegal activities (collectively, “Service Suspensions”). SMBapps will provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of the Brevi Chat Service following any Service Suspension. SMBapps will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension.

Copyright Policy; Objectionable Content. If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Brevi Chat Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:

It is SMBapps’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on the Brevi Chat Service contain infringements, please send a notice to our designated agent at the address stated below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. SMBapps will also terminate a user's account if a user is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should direct your infringement claim (or other complaints), is:

Randy Parker, President
SMBapps Inc.
65 Westbourne Terrace, Suite 300
Brookline, MA 02446-2210
Phone: 617-906-5050
E-mail: support@brevi.ai

Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, either expressly, implicitly or otherwise.

Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the parties, such provision will be deemed not to be a part of this Agreement.

Governing Law. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its rules of conflict of laws. Each of the parties hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and of the United States of America located in the Commonwealth of Massachusetts (the “Massachusetts Courts”) for any litigation among the parties arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, waives any objection to the laying of venue of any such litigation in the Massachusetts Courts and agrees not to plead or claim in any Massachusetts Court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the Massachusetts Courts.

Notices. All notices under this Agreement will be in writing and will reference this Agreement. Notices will be deemed given when: (i) delivered personally; (ii) sent by confirmed facsimile or e-mail; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt.

Entire Agreement. This Agreement, including these Terms of Service and the documents incorporated by reference herein, including the Privacy Policy and Acceptable Use Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. SMBapps reserves the right to make changes to this Agreement, including these Terms of Service, from time to time without prior notice.

Titles. All article and section titles herein are provided for general information and reference only. Thus, the subject matter in each section herein will not be construed by reference to the title nor will the scope of section be limited in any manner based on the title of that section.

Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including, without limitation, earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree (each a “Force Majeure Event”); provided that, (a) the party relying upon this Section will have given the other party written notice thereof promptly and, in any event, as soon as reasonably possible under the circumstances; and (b) will take all steps reasonably necessary to mitigate the effects on the other party of the Force Majeure Event upon which such notice is based.

Any questions about these Terms of Service should be addressed to us by email at: support@brevi.ai