Terms & Conditions

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Terms & Conditions

Last Updated: 22 April 2025 📅

Welcome to Chalkie AI Ltd. ("Chalkie," "we," "our," or "us"). These Terms & Conditions ("Terms") govern your access to and use of our website located at https://chalkie.ai/ (the "Site") and our Software as a Service (SaaS) offerings, including the AI-powered content generation tools (collectively, the "Services").

By accessing the Site, creating an account, or using any part of the Services, you ("User," "you," "your") agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree with these Terms, please do not access or use our Services.

1️⃣ Acceptance and Eligibility

1.1. Binding Agreement: These Terms form a legally binding contract between you and Chalkie.
1.2. Age Requirement: You must be at least 18 years old to create an account and use our Services. By using the Services, you represent and warrant that you meet this age requirement.
1.3. Organisational Use: If you are using the Services on behalf of an organisation (e.g., a school, company), you represent and warrant that you have the legal authority to bind that organisation to these Terms. In such cases, "you" and "your" will refer to that organisation.

2️⃣ Account Management

2.1. Account Creation: Access to certain features requires creating an account. You agree to provide accurate, current, and complete information during registration and to keep this information updated.
2.2. Account Security: You are solely responsible for maintaining the confidentiality of your account credentials (username and password) and for all activities that occur under your account.
2.3. Unauthorised Use: You must notify us immediately at hello@chalkie.ai of any suspected or actual unauthorised use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with these security obligations.
2.4. YouTube Terms: If you utilise features within the Services that integrate with or use YouTube API Services (e.g., embedding videos), you agree to be bound by the YouTube Terms of Service

3️⃣ Services and License Grant

3.1. Service Provision: Subject to your compliance with these Terms and payment of applicable fees (if any), Chalkie grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, educational, or internal business purposes as permitted by your subscription tier.
3.2. Service Modifications: We reserve the right to modify, update, or discontinue the Services (or any part thereof) at any time, with or without notice. We will endeavour to provide notice of significant changes where feasible. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
3.3. Service Availability: We strive to ensure the Services are available but do not guarantee uninterrupted or error-free operation. We do not offer a formal Service Level Agreement (SLA) unless explicitly stated in a separate agreement. Maintenance may be required, potentially causing temporary disruptions.

4️⃣ Payment, Subscriptions, and Refunds

4.1. Subscription Tiers & Fees: The Services may be offered under different subscription plans (e.g., Free, Pro, School). Features and limitations for each tier are described on our pricing page. You agree to pay all applicable fees for the subscription tier you select.
4.2. Billing: Fees are typically billed in advance on a recurring basis (e.g., monthly or annually). You authorise us (or our third-party payment processor, Stripe to charge your chosen payment method for the recurring fees.
4.3. Automatic Renewal: Unless you cancel your subscription before the end of the current billing period, your subscription will automatically renew for successive periods of the same duration, and you authorise us to charge the applicable fees using the payment method on file.
4.4. Cancellation: You may cancel your subscription at any time through your account settings or by contacting support. Cancellation will take effect at the end of the current billing period; you will retain access to the paid features until then.
4.5. Refund Policy: Our refund policy is that fees are non-refundable except as required by law.
4.6. Price Changes: We reserve the right to change subscription fees. We will provide you with reasonable prior notice (e.g., at least 30 days) of any price changes, typically via email or notification within the Services. Your continued use of the Services after the price change constitutes your agreement to pay the modified fee.
4.7. Taxes: All fees are exclusive of applicable taxes (e.g., VAT, GST), duties, or levies imposed by taxing authorities, unless stated otherwise. You are responsible for paying all such taxes associated with your subscription.
4.8. Non-Payment: If we are unable to charge your payment method, we may suspend or terminate your access to paid features.

5️⃣ Acceptable Use Policy

5.1. Compliance: You agree to use the Services only for lawful purposes and in compliance with these Terms and all applicable laws and regulations (including data privacy and export control laws).
5.2. Prohibited Actions: You shall not:
a) Use the Services for any illegal, fraudulent, harmful, or abusive purposes.
b) Interfere with, disrupt, or negatively impact the integrity, performance, or security of the Services or its related systems, networks, or data.
c) Attempt to gain unauthorised access to the Services, user accounts, or our systems.
d) Transmit viruses, malware, worms, or any other malicious or harmful code.
e) Use the Services to store, process, or transmit infringing, libellous, defamatory, obscene, hateful, or otherwise unlawful or tortious material.
f) Scrape, reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms of the Services, except as permitted by law.
g) Resell, sublicense, lease, rent, or otherwise transfer your rights to use the Services unless explicitly permitted in writing by Chalkie.
h) Use the Services to generate content that violates the rights of others, promotes discrimination or violence, or is intended to mislead or deceive.
i) Remove or obscure any proprietary notices or labels on the Services.
5.3. Fair Use (Subscription Tiers):
a) Usage Limits: Usage may be subject to limits based on your subscription tier (e.g., Free tier: up to 10 lessons). Pro and School tiers may offer "unlimited" creation for legitimate purposes.
b) Fair Use Principles: "Unlimited" usage is subject to fair use. You agree not to engage in usage patterns indicative of abuse, such as automated bulk creation unrelated to genuine educational/professional needs, systematic extraction, attempting to circumvent limits, or activities primarily intended for resale/redistribution without authorization (see 5.3.c).
c) Commercial Redistribution: Content created is primarily for your personal, educational, or internal professional use. Systematic resale or commercial redistribution of content generated using the Services requires explicit written authorization and may involve separate licensing terms. Contact us at hello@chalkie.ai to discuss commercial use cases.
d) Monitoring & Enforcement: We reserve the right to monitor usage patterns to ensure compliance with fair use principles and these Terms. Violation may result in warnings, temporary suspension, or termination of your account

6️⃣ User Content and Generated Content

6.1. Your Content (Uploads): You are solely responsible for any data, text, images, or other materials you upload, submit, or otherwise provide to the Services ("User Content"). You represent and warrant that you have all necessary rights, licenses, and permissions to submit User Content and that it does not violate any third-party rights (including intellectual property, privacy, or publicity rights) or applicable laws. You retain ownership of your User Content.
6.2. Generated Content (Output): Subject to your compliance with these Terms, you retain ownership rights to the unique content (e.g., lesson plans, slides text) generated specifically for you by the Services based on your User Content and prompts ("Generated Content").
6.3. Chalkie's License to Your Content: You grant Chalkie a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, adapt, host, store, and display your User Content and Generated Content solely for the limited purposes of operating, marketing, providing, improving, and developing the Services. This includes troubleshooting, data analysis, and potentially training underlying models (where aggregated and anonymized, or as disclosed in our Privacy Policy). This license continues even if you stop using our Services, solely for residual operational purposes (e.g., backups) as outlined in our Privacy Policy.
6.4. Responsibility for Content: You are solely responsible for your User Content and the Generated Content you create and use. You agree that Generated Content is created by an AI system and may contain errors, inaccuracies, or reflect biases. You must review and verify Generated Content for accuracy and appropriateness before use or reliance. Chalkie is not responsible for any consequences arising from your use of Generated Content.
6.5. Image Licensing Responsibility: You acknowledge and agree that you are solely and exclusively responsible for ensuring you possess all necessary rights, permissions, and licenses for any images used in connection with the Services. This responsibility applies to:
a) Images you upload directly to the Services.
b) Images sourced or added through any feature within the Chalkie platform (e.g., via integrated image search or AI suggestion features, if applicable). Even if Chalkie facilitates access to images, you are responsible for verifying that your intended use complies with the specific license terms associated with each image.
Chalkie provides the tools for content creation but makes no representations or warranties regarding the licensing status of any images. You bear all liability for any claims, damages, or losses arising from your use of images without proper authorisation or in violation of applicable license terms.

7️⃣ Chalkie Intellectual Property

7.1. Ownership: Excluding User Content and Generated Content (as defined in Section 6), all rights, title, and interest in and to the Services, including the Site, software, underlying technology, algorithms, documentation, trademarks, service marks, logos, trade dress, and all other intellectual property ("Chalkie IP"), are and will remain the exclusive property of Chalkie AI Ltd. and its licensors.
7.2. Feedback: If you provide us with suggestions, ideas, feedback, or recommendations regarding the Services ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, incorporate, and otherwise exploit such Feedback for any purpose without attribution or compensation to you.

8️⃣ Privacy and Data Protection

8.1. Privacy Policy: Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, store, and protect your personal information.
8.2. Data Processing Addendum (DPA): If you are an organisation subject to data protection laws like GDPR and require a DPA to govern the processing of personal data, please contact us at hello@chalkie.ai to request our standard DPA.

9️⃣ Term and Termination

9.1. Term: These Terms commence on the date you first accept them (e.g., by creating an account or using the Services) and continue until terminated by either you or Chalkie.
9.2. Termination by You: You may terminate these Terms at any time by closing your account by contacting us at hello@chalkie.ai and ceasing all use of the Services. Termination does not entitle you to a refund unless specified in our Refund Policy (Section 4.5).
9.3. Termination or Suspension by Chalkie: We may suspend or terminate your access to the Services and these Terms, with or without notice, if:
a) You breach any material provision of these Terms (including the Acceptable Use Policy or payment obligations).
b) Your use of the Services poses a security risk, could harm Chalkie or other users, or could subject us to liability.
c) You fail to pay applicable fees when due.
d) We are required to do so by law or due to unforeseen technical or security issues.
e) You cease business operations or become subject to insolvency proceedings.
f) For users of the free tier, if the account remains inactive for an extended period e.g., 12 months.
9.4. Effect of Termination: Upon termination:
a) Your license to use the Services ceases immediately.
b) You must cease all use of the Services.
c) Any outstanding fees become immediately due and payable.
d) We may delete your account and associated User Content and Generated Content according to our data retention practices outlined in the Privacy Policy.
e) Sections that by their nature should survive termination will survive (including, but not limited to, Sections 4 (outstanding payments), 6 (regarding licenses granted to Chalkie and responsibility for content), 7, 10, 11, 12, 14, and 15).

🔟 Disclaimers and Limitation of Liability

10.1. Disclaimer of Warranties: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHALKIE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR NEEDS.
10.2. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHALKIE AI LTD., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF CHALKIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10.3. Liability Cap: TO THE FULLEST EXTENT PERMITTED BY LAW, CHALKIE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO CHALKIE FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED POUNDS STERLING (£100).

1️⃣1️⃣ Indemnification

You agree to defend, indemnify, and hold harmless Chalkie AI Ltd., its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney's fees) arising from:
(a) Your use of and access to the Services;
(b) Your violation of any term of these Terms;
(c) Your violation of any third-party right, including without limitation any copyright, property, privacy, or publicity right, related to your User Content, Generated Content, or use of the Services; or
(d) Your violation of any applicable law, rule, or regulation.

1️⃣2️⃣ Governing Law and Dispute Resolution

12.1. Governing Law: These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.
12.2. Jurisdiction: You agree to submit to the exclusive jurisdiction of the courts located in England and Wales to resolve any legal matter arising from these Terms.

1️⃣3️⃣ Updates to the Terms

13.1. Changes: We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Site, sending an email to the address associated with your account, or through other communication channels within the Services. The "Last Updated" date at the top indicates the latest revision.
13.2. Acceptance: Your continued access to or use of the Services after the effective date of the updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services and close your account.

1️⃣4️⃣ Miscellaneous

14.1. Entire Agreement: These Terms, together with the Privacy Policy and any other agreements explicitly incorporated by reference (like a DPA or separate SLA, if applicable), constitute the entire agreement between you and Chalkie regarding the Services and supersede all prior or contemporaneous agreements, understandings, or representations.
14.2. Severability: If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be severed, and the remaining provisions shall remain in full force and effect.
14.3. Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Chalkie's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
14.4. Assignment: You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. Any attempt to do so without consent will be void. We may assign these Terms freely without restriction.
14.5. Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.