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Terms and Conditions

ChatOwl is not a supplement or replacement for medical advice. If you think you may have a medical or mental health emergency, call your doctor or 911 immediately. Your use of the Services or Content is solely at your own risk.

A. Introduction

Welcome to chatowl.com (“Site”), the ChatOwl App and the content and services you may access herein (collectively, “Service” or “Services”) are owned and operated by ChatOwl, Inc., a company with registered offices at 201 Spear Street, Suite 1100, San Francisco, CA 94105. By clicking “I Agree” on the account registration or using the Services in any way, you are entering into an agreement with ChatOwl, Inc. and agreeing to comply with and be bound by these terms, the Privacy Policy, as applicable, and all rules, policies and disclaimers posted on the Services or about which you are notified (collectively “Terms”). Please review all of the Terms carefully before using the Services. If you do not agree with all of the Terms or if you are under the age of eighteen (18), do not use the Services.

  1. Definitions “ChatOwl, Inc.” may be referenced as “Company” “we,” “us” and “our” throughout these Terms.

    “ChatOwl” refers to our artificial intelligence software program and information service, based on thousands of hours of research, training and practice, that answers questions or retrieves relevant information based on your questions or comments. ChatOwl is not a natural person or representative of a medical professional service or practitioner. ChatOwl is a technology tool trained to generate a response to your questions based on pilot sessions conducted with professionally trained therapists. ChatOwl is improved on an ongoing basis using Communications.

    “Communications” means any information and materials you submit through your use of the Services, including the Content of your communications, requests for information, responses, profiles, signatures, qualifications, and comments.

    “Content” means the contents of the Services, such as text, graphics, images, videos, photographs, audio, data, information, suggestions, guidance, and other materials owned or licensed by us, and other materials contained on the Services.

    “User,” “you” and “your” refer to the individual who creates an account and utilizes the Services.

  1. We Do Not Provide Medical AdviceThe Content of the Services does not constitute an opinion, medical advice, diagnosis or treatment, but is provided for informational purposes only. Company does not engage in the practice of medicine, psychology, counseling, or other professional services performed by practitioners of the healing arts. The Content is not intended to be a substitute for or to constitute professional medical advice, clinical therapy, psychotherapy, diagnosis, or treatment. Always seek the advice of a qualified health professional with any questions you may have regarding a medical or mental condition. Never disregard professional health advice or delay seeking it because of something you have read on the Services.

    WHILE CHATOWL IS TRAINED USING SCIENTIFIC METHODOLOGIES AND DEVELOPED BY CLINICAL PSYCHOLOGISTS, NO INFORMATION THAT CHATOWL COMMUNICATES WITH YOU IS INTENDED TO PROVIDE YOU WITH A DIAGNOSIS OR TREATMENT. NO INFORMATION PROVIDED BY US IS INTENDED AS A SUBSTITUTE OR REPLACEMENT FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU THINK YOU MAY HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. YOUR USE OF THE SERVICES AND CONTENT IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SERVICES OR OTHERWISE AVAILABLE THROUGH THE SERVICES IS INTENDED TO BE AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, PSYCHOLOGY, COUNSELING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

 

  1. No Professional-Patient Relationship NO LICENSED MEDICAL PROFESSIONAL-PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES OR CONTENT REGARDLESS OF WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES, DIRECTLY BY YOU THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM US, INCLUDING, WITHOUT LIMITATION, ANY BLOG, SOCIAL MEDIA, EMAIL OR TEXT.
  2. ChatOwl Our Services are offered solely to assist with mental wellness. The Services are not intended to replace professional medical, psychology, or counseling services. The Services include electronic interaction and Communications with ChatOwl. ChatOwl is not a human and is artificial intelligence software that will respond to your Communications based on our proprietary algorithms and the information you have provided us in your prior Communications. The Services do not diagnose, treat, or cure a condition or disease and should not be construed as professional medical, psychological, or counseling advice.

    We cannot and do not represent, warrant, or guarantee the accuracy or suitability of any information provided by ChatOwl. You understand and acknowledge that we cannot and do not edit, modify, filter, screen, monitor, endorse, or guarantee the content of any Communications between you and ChatOwl. We continue to improve ChatOwl to make it more accurate, reliable, safe, and beneficial, but in some situations, ChatOwl may provide inappropriate or inaccurate responses. We shall not be liable for any loss or damage caused by your reliance on any information received from ChatOwl or the content of your Communications with ChatOwl.

    We may use your Communications to help develop and improve our Services and ChatOwl.

  3. Privacy We respect your privacy. Please read our Privacy Policy, located at https://chatowl.com/privacy-policy/ , to learn about how we collect, use, and disclose information about you, including your Communications.
  1. User Accounts When you register as a User on the Services, you must establish a username and password for access to your account and create a personal profile (your “User Profile”). You may only use this account personally and may not share your account with anyone else. You will be solely responsible for all acts or omissions that occur under your account. You agree to keep your contact and billing information (including, but not limited to, your email address) up-to-date and to comply with all billing procedures, including providing and maintaining accurate, truthful and lawful billing, credit card, and profile information for active accounts.
  1. Acceptable Use You are responsible for your use of the Services and for any use of the Services made using your account. When you use the Services, you shall not:
    1. engage in fraudulent, inaccurate, or misleading behavior or Communications; 
    2. infringe any third party’s proprietary rights or rights of publicity or privacy;
    3. engage in any illegal acts or violate any applicable law, statute, ordinance, regulation, or ethical code ;
    4. violate or infringe other people’s intellectual property, privacy, publicity, or other legal rights;
    5. advertise, promote, or otherwise compete with us or the Services;
    6. resell or make any commercial use of our Services or the Content on the Services without our prior written consent;
    7. be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing;
    8. be obscene, be sexually explicit, or transmit child pornography or material that may otherwise be adult in nature or harmful to minors;
    9. be offensive, abusive, hateful, discriminatory, harassing, blasphemous, or racist;
    10. interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, malicious code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
    11. create liability for us or cause us to lose (in whole or in part) the services of our internet service providers, payment service providers, or other suppliers;
    12. use automated methods to use the Services in a manner that sends more requests to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; 
    13. use, display, mirror, or frame the Services, or any individual element within the Services, our name, any ChatOwl, Inc. trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
    14. access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers;
    15. attempt to probe, scan, or test the vulnerability of any of our systems or network or breach any security or authentication measures;
    16. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect the Services;
    17. attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services; 
    18. circumvent, reverse-engineer, attack, or in any other way jeopardize the technical safety, authentication, or other provisions of the Services; or
    19. advocate, encourage, or assist any third party in doing any of the foregoing.We may investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You acknowledge that we have no obligation to monitor your access to or use of the Services, but we have the right to do so, including, but not limited to, to operate the Services, to ensure your compliance with these Terms, or to comply with applicable law or an order by or requirement of a court, administrative agency, or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to any content on the Services that we, at our sole discretion, for any reason, consider to be objectionable, to violate any of these Terms, or to be otherwise harmful to the Services.

      We may disclose any Communications to protect you or others from harm or other illegal actions or omissions. We and our licensors have no liability or responsibility to Users of the Services or any other person or entity for the performance or nonperformance of the aforementioned activities.

  1. Security
    You are responsible for ensuring the confidentiality and security of your username and password, and you agree not to disclose them to any other person. It is your sole responsibility to control the use of your username and password and to promptly inform us if you believe your account or password have been compromised. We cannot and do not assume any responsibility or liability for any information you submit or for the use or misuse by you or any third party of information transmitted or received using the Services.
  1. Receipt of Special Offers and Other Communications. We may offer special incentive pricing, promotions, and other programs. These may be limited, at our sole discretion, to a defined and limited set of Users or non-users. Any promotional credits placed into User accounts by us for use towards the Services will: (a) remain our property; (b) never become the property of Users; (c) never become refundable to the User; and (d) unless otherwise stated on the Services or in an email to a User, be usable only for a limited period of time at our discretion.
  1. Ownership The Company and its licensors own the rights to the Services and the Content displayed on the Services, including your Communications. You acknowledge that all Content, including but not limited to text, software, music, sound, photographs, video, graphics, or other material contained in listings, sponsor advertisements, or email-distributed, commercially produced information presented to you by the Services, by us, our advertisers, or other content providers, may be protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. You may not for commercial purposes modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Services, including code and software.

    You do not acquire ownership rights to any Content, document, or other materials viewed through the Services. The posting of information or materials on the Services does not constitute a waiver of any right in such information and materials.

    You agree that Communications, materials, ideas, comments and testimonials you submit on the Services or other venues, including but not limited to our blogs, social media platforms, or other websites, will not be considered confidential and may be used by us, in our sole discretion, without any obligation to compensate for the use of or to return any submitted materials unless otherwise prohibited by law. You also understand and agree that when you communicate with us on a public forum, such as through a social media site or other websites where you may make comments to or about ChatOwl or ChatOwl, Inc., that we may publicly respond to your communications. We have the right to exercise the copyright, publicity and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you have in your Communications, in your User Profile, in any media now known or not currently known, with respect to any such Communications.

    If you submit any feedback, information, idea, concept, or invention to us (collectively, “Feedback”), whether through ChatOwl, email, or otherwise, you agree such Feedback is non-confidential for all purposes, that we own any Feedback you submit and we may reproduce, create derivative works from, modify, adapt, publish, edit, translate, distribute, perform, publicly display and use or not use the Feedback as we see fit in whatever way we may or may not choose.

  1. Physical Activities Physical activity involves the risk of physical injuries. By participating in physical activities contained in the Services, you fully assume any risks, injuries or damages, known and unknown, which you might incur, whether arising out of the ordinary negligence of the Company or otherwise and the Company will not have any liability for such injuries, or damages, to the maximum extent allowed by applicable law. You will consult with and obtain permission from your healthcare provider prior to engaging in any physical activities provided through the Services.
  1. Disclaimer and Exclusion of Warranties The use of the Services is at your own risk. You fully release us from all liability for your use of the Services and Content. We have no special relationship with or fiduciary duty to you.

    WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE” FOR YOUR INFORMATION AND PERSONAL USE ONLY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING. WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT.

    WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE, ACCURATE, OR WILL MEET YOUR REQUIREMENTS. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. WE MAKE NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE, AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE, OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS, OR OTHER HARMFUL ITEMS.

    You may also have other rights that vary from jurisdiction to jurisdiction. Use of the Services is at the Users’ sole risk. No advice or information, whether oral or written, obtained by you from us or through or from the Services shall create any warranty.

  1. Limitation of Liabilities TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUES, DATA, OR COMPENSATION THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE SERVICES AND THE CONTENT DISPLAYED ON OR ACCESSIBLE THROUGH THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

    IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

    The Company, its licensors, or any third parties mentioned on the Services are not liable for any personal injury, including death, caused by your use or misuse of the Services. Any claims arising in connection with your use of the Services must be brought within one (1) year of the date on which the event giving rise to such action occurred. Remedies under these Terms are exclusive and limited to those expressly provided for in these Terms.

  1. Indemnification You agree to indemnify and hold us, our affiliates, parents, subsidiaries, officers, directors, shareholders, employees, agents, joint venturers, consultants, successors and assigns harmless from and against all losses, costs, liabilities and expenses including reasonable attorneys’ fees, asserted by any third-party that are in any way due to or arising out of (a) any information that you or anyone using your account submits, posts, or transmits on or through the Services; (b) your or anyone using your account’s use of or conduct on the Services; (c) the violation of these Terms by you or anyone using your account; or (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your account. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with us in such a defense.
  1. Payment While we currently provide the Services free of charge, in the future, we may charge for the Services. You will always know about a potential charge in advance. The charges are due unconditionally, i.e., regardless of whether ChatOwl was able to answer a question or whether the User is satisfied with the result, the quality or outcome of the Communications. As part of your profile on the Services, we may request that you provide a payment method that can be credited by you manually or by a recurring charge against the payment source provided by you. Users authorize the Company to charge Communications charges against their account.

    Before enabling Communications, we may require that a minimum balance be credited and maintained on your account. If your balance with us is reduced to zero, we may interrupt Communications without warning. When closing an account, you may choose to have the remaining balance in your account refunded to your credit card or other payment method; a transfer to a third party is not permissible. If you are inactive on the Services for more than two (2) years, we will be entitled to close your account and refund the balance of the account to the credit card or other payment source registered with the User profile. If such a refund fails and if you do not respond to at least three consecutive announcements by email to your registered email address(es) over a period of at least three (3) months, we are entitled to cancel your account and you will forfeit the balance amount in favor of us.

  1. Suspension or Termination of Services You may terminate your usage of the Services and your account at your sole discretion and at any time by giving written notice via email to info@chatowl.com. Terminations will typically be effective within seven (7) business days after our receipt of your termination notice, at which time your account will be closed and you will no longer be able to access your former account. Any fees accrued as of the effective date of termination will be payable according to the Terms. Any usage fees paid upfront for a certain subscription period are non-refundable and your account will terminate at the conclusion of the current subscription period.

    At any time, without notice, for any or no reason, we reserve the right to refuse service to anyone, to modify and discontinue any portion or all of the Service and to restrict, suspend and terminate Users’ accounts without any liability or responsibility to Users of the Services. We are not liable to you or any third party for any termination, suspension, or deactivation of your access to the Services. Further, you agree not to attempt to use the Services after any such termination, suspension, or deactivation (provided, in the case of deactivation due exclusively to your inactivity, you may be permitted to create another account).

    Sections 1 through 5, 10, 12, 13, 14, 15, 16, 20, 22, and 23 will survive any termination of this Agreement.

  1. Third Parties and Links We may offer Users products and services offered by third parties. The placement of information, logos, links, or names of such third parties on the Services does not constitute an endorsement or warranty of these third parties, their products, or their services. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.
  1. Access Outside of the United States The Services are intended for use within the United States and we make no claims that the Services are appropriate to be downloaded and/or used outside of the United States. Access to the Services and/or Content may not be legal for certain persons or in certain countries. If you access the Services from outside the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
  1. Export Controls You may not use the Services in or for the benefit of, export, or re-export (a) to any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and you are not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists.

 

  1. Other Provisions
    1. When you use the Services, you consent to communicating with us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You understand that if you do not provide us with and maintain your current and active email address in your account profile, we may not be able to contact you.
    2. You agree that we may assign the Terms to any other entity of our choosing, with or without notice to you. You may not assign the Terms to any other party for any reason.
    3. Our failure to exercise or enforce any of the Terms shall not constitute a waiver of our right to exercise or enforce the Terms as to the same or another instance. We shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an officer of the Company.
    4. Headings in the Terms are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms.
    5. If there is a conflict between these Terms and an oral or written representation made by the Company or any Company employee or agent, these Terms will prevail. If any provision(s) of the Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, and the other provisions shall remain in full force and effect.
    6. The Content posted on the Services is protected by copyright laws in the United States and in foreign countries. We authorize you to view or download a single copy of the Content solely for your personal, noncommercial use if you include the copyright notice located at the end of the material, for example: “©2023, ChatOwl, Inc.” and other copyright and proprietary rights notices that are contained in the Content. We retain all ownership and rights to the Content. Any use of the Content not expressly permitted by these Terms is a breach of these Terms. The ChatOwl, Inc. logo is a registered national and international word and figurative trademark of the Company. 
    7. The amount of storage space per User is currently limited. You agree that we are not responsible or liable for the deletion or failure to store content or other information.
    8. You acknowledge that no relationship (such as partnership, agent, joint venture, or employee) is created between you and the Company by your acceptance of these Terms or by your participation in the Services.
  2. Updates to the Terms
    We may modify any of the Terms at any time by posting them on the Services. Changes shall automatically be effective upon posting and your continued usage of the Services will mean you accept those changes. If you do not accept the changes, your sole and exclusive remedy is to discontinue using the Services. The latest Terms will be posted on the Services and you should always review them prior to using the Services.
  1. Disputes 
    1. Applicable Law. You and the Company agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of the Terms or your use of, or access to, the Services will be resolved in accordance with the provisions set forth in this Section 22. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND THE COMPANY HAVE AGAINST EACH OTHER ARE RESOLVED.

The Company and you agree that the Terms are governed by the Federal Arbitration Act (“FAA”) and applicable federal law, including, but not limited to, determinations of arbitrability. Without limiting the general applicability of federal law to the Terms (including, but not limited to, any and all determinations of arbitrability as provided for in Section 23, Dispute Resolution and Arbitration, to these Terms) and only to the extent state law may apply to the Terms, the Company and you agree the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms. Foreign laws do not apply.

Legal notices shall be served on the Company’s national registered agent (in the case of Company) or your email address on file with us (in your case). Notice by us to you shall be deemed given within twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to any physical address you have on file with us. In such a case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.

You and the Company each agree that any and all disputes or claims that have arisen or may arise between you and the Company relating in any way to or arising out of the Terms or your use of or access to the Services, shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The FAA governs the interpretation and enforcement of this Agreement to Arbitrate. 

To ensure the availability of witnesses, unless otherwise prohibited by law, arbitration will be held in San Francisco County, California. In all cases, arbitration will be held in accordance with this Section 22, Disputes. Subject to Section 22, Disputes and, to the extent permissible under the Terms, any court proceedings must be initiated in the Superior Court of California, County of San Francisco, or in the United States District Court for the Northern District of California. 

    1. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF (THE “CLASS ACTION WAIVER”). YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE IN A SEPARATE WRITING, THE ARBITRATOR MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER COMPANY USERS. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S PROHIBITIONS ON CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS OR PROCEEDINGS AS TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND RESOLVED IN COURT, SUBJECT TO YOUR AND THE COMPANY’S RIGHT TO APPEAL THE COURT’S DECISIONS. ALL OTHER CLAIMS WILL BE ARBITRATED.

Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not award “public injunctive relief” under California law. See, e.g., McGill v. Citibank, N.A., 393 P.3d 85, 90 (Cal. 2017) (“[P]ublic injunctive relief … is relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the general public.”). Rather, public injunctive relief may be awarded only by a federal or state court. If either party seeks public injunctive relief, all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for public injunctive relief in federal or state court shall be stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for public injunctive relief. In doing so, the federal or state court is bound by the decision of the arbitrator under principles of claim or issue preclusion.

    1. WAIVER OF JURY TRIAL. IN ALL EVENTS, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES. THE PARTIES FURTHER AGREE THAT, IF AND TO THE EXTENT THIS AGREEMENT TO ARBITRATE DOES NOT APPLY TO ANY CLAIM, THAT CLAIM WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
    2. Arbitration Procedures. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should also apply the Terms as a court would. All issues are for the arbitrator to decide, except that issues relating to the interpretation and enforceability of the CLASS ACTION WAIVER will be resolved by a court of competent jurisdiction. Other than issues related to the CLASS ACTION WAIVER, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute arising out of or relating to the interpretation, validity, applicability, enforceability, or formation of this Agreement to Arbitrate, any part of it, or of the Terms including, but not limited to, any claim that all or any part of this Agreement to Arbitrate or the Terms are void or voidable.  The FAA and federal arbitration law apply to this Agreement to Arbitrate.
      1. Informal Dispute Resolution. You agree that prior to submitting any dispute or claim to arbitration for resolution, you and we agree to make a good faith effort to resolve it informally, including having at least one telephone conversation between you personally and us. To initiate this good faith effort to informally resolve a dispute, you agree to notify us in writing at ChatOwl, Inc., Attn: Compliance Officer, 201 Spear Street, Suite 1100, San Francisco, CA 94105, of the nature of this dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain a sufficient understanding of the dispute. During the 60 days from receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating in a telephone call with us. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within those 60 days (which can be extended by agreement of the parties), you or we may commence arbitration to resolve the dispute consistent with the process set forth below. Compliance with and completion of this informal dispute resolution process is a condition precedent to filing an arbitration. You and we agree to toll the statute of limitations and any filing fee deadlines while the parties engage in this informal dispute resolution process. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration. We will send any dispute related notice to you at the contact information we have for you. If, for some reason, the dispute is not satisfactorily resolved within thirty (30) days after receipt, any further dispute resolution will occur according to the provisions below. Engaging in this informal dispute resolution process is a requirement that must be fulfilled before commencing a formal dispute resolution proceeding, such as an arbitration or small claims court proceeding.
      2. Arbitration with AAA. If we are unable to resolve the dispute through the mandatory informal dispute resolution process described herein, and except as set forth below, we and you agree to resolve any controversies, claims, counterclaims, or other disputes between you and us or you and a third-party agent of ours (each a “Claim”) through binding and final arbitration, instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”),as applicable, as modified by this Agreement to Arbitrate. The AAA Supplementary Rules for Class Arbitrations will not apply. This Agreement to Arbitrate applies to any existing or future Claims that you have not individually filed in a court of law prior to the date you agreed to these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration will be heard and determined by a single arbitrator. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law.  The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs, or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. 
      3. Arbitration Initiation. If you or the Company are unable to resolve any Claims informally, you or the Company may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must send a copy of the completed form to the opposing party. You may send a copy to the Company at the following address: 201 Spear Street, Suite 1100, San Francisco, CA 94105 Attn: Legal Department. In the event the Company initiates arbitration against you, it will send a copy of the completed form to any physical address we have on file associated with your account, or to your email address if no physical address is on file.

Any party to the arbitration may, at any time more than ten (10) days before arbitration, serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms will be adjudicated and interpreted in accordance with Section 998 of the California Code of Civil Procedure.

      1. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise stated in this Agreement to Arbitrate. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
    2. Severability. With the exception of any of the provisions in the CLASS ACTION WAIVER, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, then that specific provision shall be of no force or effect and shall be severed, but the remainder of this section shall continue in full force and effect. No waiver of any provision of this Agreement to Arbitrate will be effective or enforceable unless recorded in writing and signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. This Agreement to Arbitrate will survive the termination of your relationship with us.
    3. Mass Arbitration Process Requirements. If twenty-five (25) or more similar claims are asserted against us by the same or coordinated counsel or are otherwise coordinated (and your claim is one such claim), you understand and agree that the resolution of your dispute might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules: Counsel for the claimants and our counsel shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration, nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge and we will pay the mediator’s fee. If the parties are unable to resolve the remaining matters through mediation at this time, then each side shall select twenty (20) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining cases shall not be filed or deemed filed in arbitration, nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process, unless the parties agree otherwise. If the parties are unable to resolve the remaining cases after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge and we will pay the mediator’s fee. If the parties are unable to resolve the remaining matters in mediation at this time, this staged process shall continue with one hundred (100) cases proceeding at one time that are selected randomly or by the AAA in staged sets, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. Between staged sets of proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this section regarding “Disputes” from the time the first cases are selected for a bellwether process until the time your case is selected, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against us. Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements,” you and we agree that you and our counsel shall engage in good faith with the assistance of a Process Arbitrator to devise and implement procedures to ensure arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.
    4. Arbitration Opt-Out Procedure. If you are a new User of our Services, you can choose to reject this Agreement to Arbitrate by notifying us in writing that you opt out (“Opt-Out Notice”). Your Opt-Out Notice must be postmarked no later than thirty (30) days after the date on which you accept the Terms for the first time. You must mail your Opt-Out Notice to: ChatOwl, Inc., 201 Spear Street, Suite 1100, San Francisco, CA 94105 Attn: Legal Department. 

    Availability of Other Forms of Relief. This Agreement to Arbitrate does not preclude either party from seeking action by federal, state, or local government agencies. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions and any such request shall not be deemed incompatible with this Agreement to Arbitrate or a waiver of the right to have disputes submitted to arbitration as provided in this Agreement to Arbitrate.

Your Opt-Out Notice should state that you opt out of this Agreement to Arbitrate and must provide your name, address (including street number and address, city, state, and zip code), phone number, and the email address(es) used to login to your account(s) to which the opt-out applies. You must sign and date the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Terms will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us. 

    1. Future Amendments to Agreement to Arbitrate. Notwithstanding any provision in the Terms to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding between you and the Company prior to the effective date of the change. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate by posting the amended terms on our Services at least thirty (30) days before the effective date of the amendments and by sending notice via email to your email address on file with us. If you do not agree to the amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.23.Contact Us

Thank you for reading these Terms and our other policies. We hope you find the Services helpful and convenient to use! 

Questions or comments regarding these Terms should be submitted to: ChatOwl, Inc., Attn: Compliance Officer, 201 Spear Street, Suite 1100, San Francisco, CA 94105, or compliance@chatowl.com. For general inquiries, please contact us at info@chatowl.com. We try to answer every email in a timely manner, but due to volume, may not always be able to do so.

Effective Date: July 28th 2023

Last Revised: July 28th 2023