Terms of Service

1. Automatic Acceptance and Binding Agreement

Automatic Agreement: By accessing, using, browsing, registering for, or interacting with NiceBot.chat ("Service") in any manner whatsoever, you automatically and immediately accept and agree to be bound by these Terms of Service in their entirety, without exception. No additional action, signature, or explicit consent is required.

Immediate Binding Effect: These Terms become legally binding upon your first access to the Service, including but not limited to: visiting our website, creating an account, using any features, uploading data, making payments, or any other interaction with our platform. Continued use constitutes ongoing acceptance of any terms modifications.

No Opt-Out: Use of the Service constitutes conclusive evidence of your agreement to these Terms. If you do not agree to be bound by these Terms in their entirety, you are expressly prohibited from using the Service and must immediately cease all access and use.

Authority to Agree: By using the Service, you represent that you have the legal authority to enter into this agreement on behalf of yourself and any organization you represent. You warrant that you are at least 18 years old and have the capacity to be bound by these Terms.

2. Description of Service

NiceBot.chat provides AI-powered chatbot services for customer support and business automation. The Service includes but is not limited to chatbot creation, management, analytics, and integration capabilities.

3. User Accounts

You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password.

4. Acceptable Use

You agree not to use the Service to:

• Violate any applicable laws or regulations
• Infringe upon the rights of others
• Transmit harmful, offensive, or inappropriate content
• Attempt to gain unauthorized access to the Service
• Interfere with or disrupt the Service
• Use the Service for spam or unsolicited communications

5. Payment Terms and Stripe Processing

Payment Processing: All payments are processed through Stripe, Inc. ("Stripe"). By providing payment information, you authorize NiceBot.chat and Stripe to charge your designated payment method for all applicable fees. You agree to maintain valid, up-to-date payment information and authorize automatic recurring charges for subscription fees and any overage charges.

Billing and Fees: Subscription fees are billed in advance on a monthly or annual basis. Usage-based charges and overage fees may be billed immediately upon incurrence or at the end of your billing cycle. All fees are final, non-refundable, and non-transferable except as expressly stated in these terms or required by law.

Chargeback and Dispute Protection: You agree that initiating chargebacks, payment disputes, or reversals with your bank or payment provider without first attempting to resolve the matter directly with NiceBot.chat constitutes a material breach of these Terms. Any chargeback or dispute will result in immediate account suspension pending resolution. If a chargeback is found to be invalid or fraudulent, you agree to pay all associated fees, including chargeback fees, administrative costs, and legal expenses.

Payment Method Authorization: By providing payment information, you represent that: (a) you are authorized to use the payment method, (b) all payment information is accurate and current, (c) you will maintain sufficient funds or credit to cover all charges, and (d) you will promptly update payment information if it changes or expires.

Failed Payments and Collections: Failed payments will result in immediate service suspension. You remain liable for all unpaid amounts plus late fees, collection costs, and legal fees. We may engage third-party collection agencies and report delinquent accounts to credit bureaus.

Pricing Changes: We reserve the right to change our pricing with 30 days written notice. Continued use of the Service after a price change constitutes acceptance of the new pricing. We may implement emergency pricing changes immediately for third-party cost increases beyond our control.

6. Intellectual Property

The Service and its original content, features, and functionality are owned by NiceBot.chat and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

7. User Content

You retain ownership of content you submit to the Service. By submitting content, you grant us a worldwide, non-exclusive license to use, store, and process your content solely for the purpose of providing the Service.

8. Privacy

Your privacy is important to us. Please review our Privacy Policy, which also governs your use of the Service, to understand our practices.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

IN NO EVENT SHALL NICEBOT.CHAT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICE.

11. Indemnification

You agree to defend, indemnify, and hold harmless NiceBot.chat and its officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt arising from your use of the Service.

12. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever, including without limitation if you breach the Terms.

13. Governing Law

These Terms shall be interpreted and governed by the laws of the State of California, without regard to its conflict of law provisions.

14. Changes to Terms

We reserve the right to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect.

15. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Email: help@nicebot.chat
Address: 440 N Wolfe Rd, Sunnyvale, CA 94085

16. AI Models and Technology Infrastructure

NiceBot.chat reserves the exclusive right to select, modify, upgrade, or replace the underlying AI models, language models, machine learning algorithms, and technology infrastructure used to provide the Service at any time and for any reason, including but not limited to:

• Improving Service performance, accuracy, or reliability
• Reducing operational costs or complexity
• Complying with legal, regulatory, or security requirements
• Maintaining competitive advantages or business strategy
• Addressing technical limitations, outages, or capacity constraints

You acknowledge and agree that we may change AI models (including but not limited to switching between providers such as OpenAI, Google, Anthropic, or others) without prior notice. Such changes may result in variations in response quality, style, capabilities, or performance characteristics.

We make no guarantees regarding the specific AI models, algorithms, or underlying technology stack used at any given time. Our technology choices are made at our sole discretion to optimize the Service for our users and business operations.

If you require guarantees about specific AI models or technology infrastructure for your use case, please contact our Enterprise Sales team to discuss custom agreements.

17. Usage Limits, Overage, and Suspension

We enforce strict usage limits based on your subscription plan. If your account reaches or exceeds the allocated limits (including but not limited to AI requests, token usage, document characters, email credits, and domains), the Service may be suspended for the remainder of your current billing cycle. You may upgrade, replenish your plan, or wait until the next billing cycle to continue usage.

User Financial Responsibility: You acknowledge and agree that you are solely responsible for all costs, fees, and charges incurred through your use of the Service, including but not limited to AI model costs, LLM token usage, vector database storage, network egress fees, third-party API charges, and any other infrastructure or operational expenses. These costs can be variable, unpredictable, and subject to rapid change based on usage patterns, model pricing updates, or market conditions.

Overage and Unexpected Costs: If you exceed your plan limits or generate usage that results in costs beyond your subscription fee, you agree to pay all such overage charges, additional fees, and related expenses in full. This includes costs from: (a) exceeding AI request limits, (b) excessive token consumption, (c) abnormal usage spikes, (d) API abuse or misuse, (e) system resource consumption beyond allocated limits, and (f) any third-party charges incurred on your behalf.

Hard Limits and Service Protection: We implement usage limits and may enforce hard stops to protect both our platform and users from unexpected costs. However, you acknowledge that technical limitations, monitoring delays, or system failures may result in usage exceeding intended limits. In such cases, you remain fully responsible for all incurred costs, regardless of whether limits were properly enforced or notifications were delivered.

Cost Recovery and Collections: NiceBot.chat reserves the right to: (a) immediately charge your payment method for any overage fees, (b) suspend or terminate the Service until outstanding amounts are paid, (c) pursue collection of unpaid fees through legal means, and (d) charge reasonable collection costs, attorney fees, and interest on overdue amounts. Failure to pay incurred costs may result in permanent account termination and potential legal action.

No Liability for User Costs: NICEBOT.CHAT SHALL NOT BE LIABLE FOR ANY COSTS, EXPENSES, OR FINANCIAL LOSSES INCURRED BY USERS DUE TO THEIR USAGE OF THE SERVICE. Users expressly assume all financial risk associated with AI model usage, infrastructure consumption, and related operational expenses.

Service Suspension Authority: We reserve the absolute right to suspend, restrict, or terminate the Service immediately, with or without prior notice, in cases of: (a) excessive, abusive, fraudulent, or anomalous usage, (b) material plan-limit breaches, (c) suspected security risks, (d) unpaid fees or charges, (e) usage patterns that threaten platform stability, or (f) any activity that may result in unexpected costs to NiceBot.chat. Service restoration may require plan upgrade, full payment of outstanding amounts, written compliance confirmation, or additional security deposits.

Binding Agreement: By using the Service, you expressly agree to these usage-limit and financial responsibility policies and acknowledge that continued access is contingent on compliance with plan constraints, timely payment of all applicable fees, and acceptance of full financial liability for your usage.

18. Usage Metering and Billing

18.1 Definitions

Interaction means any end-user action (e.g., chat message, API call, event ingestion) to your application that triggers processing by the Service.

AI Operation means each discrete artificial intelligence processing task performed by the Service, including but not limited to natural language understanding, response generation, content analysis, semantic search, embeddings generation, and related machine learning operations.

Billable Request means one (1) counted unit of service usage as measured by the Service's metering system. A single Interaction may require multiple AI Operations to deliver the requested functionality, each counted as a separate Billable Request.

18.2 How AI Operations Are Counted

The Service performs various AI processing tasks to ensure quality responses, including but not limited to:

• Natural language understanding and intent classification
• Context retrieval and semantic search
• Response generation and quality assurance
• Safety and content moderation
• Error handling and fallback processing

Typical Usage Examples:

• Simple Question: What are your business hours? → 2-3 AI operations
• Complex Query: Where is my order #12345? → 3-5 AI operations
• Multi-Turn Conversation: Follow-up questions → 4-6 operations per message

Customer Acknowledgment: You acknowledge that the exact number of AI Operations required per Interaction depends on query complexity, conversation context, data volume, and quality requirements. The Service optimizes for accuracy and user experience, which may require multiple processing steps.

18.3 What Counts as Billable

All AI Operations performed to fulfill your requests are billable, including:

• Primary Operations: Chat responses, document Q&A, API-initiated AI processing
• Supporting Operations: Query understanding, context retrieval, quality assurance, content safety
• Data Processing: Document indexing, embedding generation, semantic search and ranking
• Error Handling: Automatic retries, fallback processing, recovery operations
• Batch Operations: Bulk document processing (each document counted separately)

18.4 Retries and Idempotency

Automatic retries due to transient errors and manual retries are counted as separate operations. You may provide idempotency keys via API; the Service may deduplicate identical requests within a five-minute window at its discretion, but does not guarantee deduplication.

18.5 Metering Authority

The Service's metering system and logs are the sole authoritative measure of usage and billing. Your own logs, estimates, or calculations are not binding on the Service. If metering is impaired or circumvented, the Service may estimate usage based on patterns and logs.

18.6 Prohibited Conduct

You must not:

• Disable, interfere with, or circumvent the Service's metering or logging systems
• Manipulate requests, prompts, or API calls to evade usage counting
• Batch multiple logical operations into single requests to avoid metering
• Use the Service for high-volume scraping, data extraction, or training competing AI models
• Generate artificial or synthetic traffic to test limits or reverse-engineer the Service

If prohibited conduct is detected, the Service may estimate and bill for actual usage, impose restrictions, suspend or terminate your account, and pursue legal remedies.

18.7 Overages and Rate Limits

If you exceed plan limits, the Service may: (a) bill overages at published rates (typically 1.5x-2x standard rate), (b) throttle service by introducing delays, (c) suspend service if overages exceed 120% of plan limits within 24 hours, or (d) require plan upgrade.

The Service enforces rate limits (per-minute, per-hour, concurrent sessions) to ensure platform stability. Exceeding rate limits may result in HTTP 429 responses, request delays, or temporary denials.

18.8 Pricing Changes

The Service may modify pricing, metering methodologies, and plan limits with notice: (a) Material changes (greater than 20% cost increase) require 30 days advance notice, (b) Non-material changes require 7 days notice, (c) Emergency changes for platform stability may be immediate. If you object to material pricing changes, you may downgrade or cancel your subscription (effective end of current billing period).

18.9 Disputes and Audits

You must dispute charges within 30 days of invoice date by submitting written dispute to billing@nicebot.chat with invoice number, disputed amount, and supporting evidence. The Service will investigate within 14 business days. Charges not disputed within 30 days are deemed accepted and due immediately.

The Service may request your API logs or request records to reconcile discrepancies. If audit reveals you underpaid by greater than 5%, you pay the underbilled amount plus reasonable audit costs (capped at $500 first audit, $1,000 thereafter).

18.10 Liability Limitations

The Service uses commercially reasonable efforts to ensure accurate metering but does not guarantee 100% accuracy. The Service is not liable for minor discrepancies (less than 5% variance), temporary metering delays, or third-party provider metering errors. The Service's total liability for metering-related claims is limited to amounts you paid in the 12 months preceding the claim.

19. Third-Party Authentication and Service Integrations

Authentication Service Disclaimer: The Service utilizes third-party authentication services, including but not limited to Clerk.com ("Authentication Providers"), for user registration, login, and account management. You acknowledge and agree that:

• Authentication Providers are independent third parties beyond our control
• We make no warranties about the security, reliability, or availability of Authentication Providers
• Any data breaches, security incidents, or service outages at Authentication Providers are not our responsibility
• You use Authentication Providers at your own risk and subject to their separate terms of service
• We are not liable for any losses, damages, or unauthorized access resulting from Authentication Provider failures

Third-Party Service Dependencies: The Service integrates with numerous third-party services including payment processors (Stripe), AI model providers (Google, OpenAI), cloud infrastructure (Vercel, AWS), analytics services, and other vendors. You acknowledge that:

• These services are essential for Service operation but are beyond our direct control
• Service functionality may be impacted by third-party outages, changes, or discontinuations
• We assume no liability for third-party service failures, security breaches, or data incidents
• Your data may be processed by these third parties subject to their own privacy policies
• We make no guarantees about third-party service compliance with any regulations

Authentication Data Liability: NICEBOT.CHAT SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS, DATA BREACHES, IDENTITY THEFT, OR SECURITY INCIDENTS RELATED TO AUTHENTICATION PROVIDERS. Users are solely responsible for maintaining secure credentials and monitoring their accounts for unauthorized access.

Service Integration Changes: We may change, add, or remove third-party service integrations at any time without notice. Such changes may affect Service functionality, data storage, or user access methods. You agree to adapt to any such changes without compensation or recourse.

20. Data Loss and Security Disclaimers

No Data Guarantees: NICEBOT.CHAT MAKES NO GUARANTEES REGARDING DATA PRESERVATION, BACKUP, RECOVERY, OR SECURITY. You are solely responsible for maintaining backups of your data. We may delete, lose, or corrupt user data due to technical failures, security breaches, or routine maintenance without liability.

Third-Party Data Breaches: We use third-party services (including but not limited to cloud providers, AI model providers, payment processors, and analytics services). You acknowledge that data breaches or security incidents at these third parties are beyond our control, and we assume no liability for such incidents.

User Data Responsibility: You are responsible for ensuring that any data you upload, process, or transmit through the Service complies with all applicable laws, regulations, and privacy requirements. You indemnify us against any claims arising from your data or its use.

21. AI Accuracy and Performance Disclaimers

No AI Accuracy Guarantees: AI responses may be inaccurate, inappropriate, biased, outdated, or harmful. We make no representations about the accuracy, reliability, or appropriateness of AI-generated content. You use AI responses at your own risk and must verify all information independently.

Business Decision Liability: You acknowledge that AI responses should not be relied upon for critical business decisions, legal advice, medical advice, financial advice, or any decisions with significant consequences. Any reliance on AI-generated content is solely at your discretion and risk.

Content Moderation Limits: While we may implement content filtering, we cannot guarantee that all inappropriate, harmful, or offensive content will be blocked. You are responsible for monitoring and moderating AI interactions with your customers.

22. Business Interruption and Service Availability

No Uptime Guarantees: We provide no service level agreements, uptime guarantees, or availability commitments. The Service may be unavailable due to maintenance, updates, third-party outages, technical failures, or other reasons beyond our control.

Business Loss Disclaimer: WE ARE NOT LIABLE FOR ANY BUSINESS INTERRUPTION, LOST REVENUE, MISSED OPPORTUNITIES, CUSTOMER COMPLAINTS, REPUTATION DAMAGE, OR OTHER BUSINESS LOSSES resulting from Service unavailability or performance issues.

Scheduled and Emergency Maintenance: We may perform maintenance that temporarily disrupts the Service with or without notice. Emergency maintenance may be performed immediately to protect system security or stability.

23. Third-Party Integration and Dependency Risks

Third-Party Service Dependencies: The Service relies on numerous third-party providers including cloud hosting, AI model providers, payment processors, CDNs, and other services. Changes, outages, or discontinuation of these services may affect Service functionality without liability to us.

Integration Compatibility: We make no guarantees about compatibility with third-party websites, applications, or services. Integration features may break due to changes made by third parties beyond our control.

API and Feature Deprecation: We may discontinue, modify, or deprecate features, APIs, or integrations at any time without notice. You are responsible for adapting your implementations to any changes.

24. Legal and Regulatory Compliance

User Compliance Responsibility: You are solely responsible for ensuring your use of the Service complies with all applicable laws, regulations, industry standards, and professional requirements in your jurisdiction. This includes but is not limited to GDPR, CCPA, HIPAA, PCI DSS, and sector-specific regulations.

Cross-Border Data Transfer: The Service may process data across international borders. You consent to such transfers and acknowledge that different jurisdictions have varying data protection laws.

Regulatory Changes: If regulatory changes require Service modifications that would be costly or impractical to implement, we may discontinue the Service or specific features with reasonable notice.

25. Force Majeure and Uncontrollable Events

Force Majeure Events: We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, pandemics, internet outages, cyber attacks, or failures of third-party service providers.

Extended Force Majeure: If a force majeure event continues for more than 30 days, either party may terminate this agreement without penalty. No refunds will be provided for periods of Service unavailability due to force majeure events.

26. Comprehensive Liability Limitations

Maximum Liability Cap: IN NO EVENT SHALL NICEBOT.CHAT'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE EXCEED THE TOTAL AMOUNT PAID BY YOU TO NICEBOT.CHAT IN THE 12 MONTHS PRECEDING THE CLAIM.

Excluded Damages: UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Time Limitation: Any claims against NiceBot.chat must be brought within one (1) year of the date the claim arose, or such claims shall be permanently barred.

27. Data Collection, Monitoring, and Access Rights

Comprehensive Data Collection: NiceBot.chat reserves the right to collect, store, monitor, and analyze any and all information related to your use of the Service, including but not limited to:

• User account information, profile data, and contact details
• Subscription status, billing history, payment information, and usage patterns
• Chatbot interactions, conversations, messages, and AI responses
• System logs, error logs, debug information, and performance metrics
• IP addresses, browser information, device details, and location data
• API usage, feature utilization, and behavioral analytics
• Document uploads, file contents, and training data
• Integration configurations and third-party service interactions

Administrative Access Rights: We have the unrestricted right to access, review, modify, or delete any user data, account information, or content stored in the Service for purposes including but not limited to:

• System debugging, troubleshooting, and technical support
• Performance monitoring and optimization
• Security investigations and fraud prevention
• Compliance monitoring and enforcement
• Usage analysis and business intelligence
• Legal investigations and law enforcement cooperation
• Account verification and billing reconciliation

Debug and Diagnostic Data: You consent to the automatic collection of comprehensive debug information, including system state, error conditions, usage metrics, performance data, and any technical information necessary for Service operation and improvement. This data may be stored indefinitely and used for analytics, machine learning, and service enhancement.

No Privacy Expectations: You acknowledge that while we implement reasonable security measures, you have no expectation of privacy regarding data stored in or transmitted through the Service. We may monitor, log, and analyze all user activities and communications for operational, security, and business purposes.

Data Retention and Usage: We may retain user data, debug information, and usage analytics for as long as necessary for business operations, legal compliance, or service improvement. Collected data may be used for product development, machine learning model training, security analysis, and business intelligence without additional consent.

Third-Party Disclosure: We reserve the right to disclose user information and debug data to third parties when required for: (a) legal compliance or law enforcement cooperation, (b) protection of our rights or property, (c) service providers and contractors working on our behalf, (d) business transfers or acquisitions, or (e) any other purpose we deem necessary for business operations.

User Consent to Monitoring: By using the Service, you explicitly consent to all data collection, monitoring, analysis, and access rights described herein. This consent is ongoing and continues until account termination. You waive any claims related to privacy violations arising from our exercise of these rights.

28. User Indemnification

Comprehensive Indemnification: You agree to defend, indemnify, and hold harmless NiceBot.chat, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorney's fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• Your data, content, or information submitted to the Service
• Claims by your customers or end users related to AI responses or Service functionality
• Regulatory violations or compliance failures
• Any negligent or wrongful act or omission by you or your employees

29. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Email: help@nicebot.chat
Address: 440 N Wolfe Rd, Sunnyvale, CA 94085