Last updated May 21, 2025
PLEASE READ THIS TERMS OF SERVICE AND PRIVACY AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY DEXA AI, INC. (“COMPANY” OR “CHARLIE”), A DELAWARE CORPORATION. BY CLICKING THE “SUBMIT” BUTTON, YOU OR THE ENTITY YOU REPRESENT (“CUSTOMER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER TO THE TERMS OF THIS AGREEMENT. USE OF COMPANY’S SERVICES IS EXPRESSLY CONDITIONED UPON CUSTOMER’S ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD NOT SELECT THE “SUBMIT” BUTTON AND YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES.
Subject to this Agreement, Charlie will provide Customer with access to its products and services (the “Services”) over the Internet. Charlie may modify the Services at its sole discretion and will use reasonable efforts to give prior written notice of any modifications.
Charlie will undertake commercially reasonable efforts to make the Services available 24 × 7, except:
Charlie will provide reasonable support Monday through Friday during normal business hours.
Customer will not (and will not permit a third-party to):
Customer will provide personnel, information, and assistance reasonably required by Charlie, and will cooperate in establishing secure administrative access.
Customer shall designate a Primary Contact for all matters relating to this Agreement and may change that individual by written notice.
Customer will indemnify and hold Charlie harmless from any claims arising out of Customer’s violation of this section or Customer’s use of the Services.
Customer is responsible for maintaining the security of its account, passwords, and files, and for all activities under its account.
The Services may interoperate with third-party APIs or services (“Third-Party Services”). Charlie is not responsible for Third-Party Services, and Customer must obtain and comply with any required rights or terms of such services.
The Services may generate code or other output (“Output”) using AI features. Output may be inaccurate, biased, or infringing, and Customer is solely responsible for reviewing Output before any use.
Each party (“Receiving Party”) may receive confidential business or technical information (“Proprietary Information”) from the other (“Disclosing Party”).
The Receiving Party agrees to:
Exceptions apply where the information is public, already known, rightfully received, or independently developed.
Charlie does not wish to receive Customer information unrelated to performance of this Agreement and may assume such information is not confidential.
Either party may disclose the existence (but not the terms) of this Agreement unless otherwise agreed or required by law.
Charlie and its licensors retain all IP rights to the Services and Software; this Agreement conveys no ownership rights.
Customer retains all rights to any content or data it provides (“Content”).
As between the parties, Customer owns the Output.
If Charlie receives notice that Content or Output may infringe third-party rights, Charlie may suspend related activities, and Customer will indemnify Charlie against resulting liabilities.
Customer grants Charlie a worldwide, royalty-free right to use any feedback provided.
Customer will pay fees set forth on the Pricing Page at www.charlielabs.ai using the agreed payment method.
Payments are processed by a third-party (“Payment Processor”)—currently Stripe, Inc. Customer authorizes Charlie (through the Processor) to charge its chosen payment method and agrees to Stripe’s Terms and Privacy Policy. Charlie may correct Processor errors.
This Agreement lasts for the Service Term specified in the Order Form unless terminated earlier.
Either party may terminate for material breach with 30 days’ (10 days for non-payment) written notice unless the breach is cured.
Sections that by their nature should survive (e.g., confidentiality, IP rights, disclaimers, limitations) will survive termination.
Charlie warrants that its software will not knowingly contain malicious code. If breached, Customer may notify Charlie, who must correct or plan to correct within 30 days, failing which Customer may terminate as its exclusive remedy.
THE SERVICES, SOFTWARE, OUTPUT, AND ANY PROPRIETARY INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Charlie will not be liable for indirect or consequential damages. Total liability will not exceed the lesser of (i) US $10,000 or (ii) the fees paid in the three-month period preceding a claim, regardless of the theory of liability.
Customer may not export the Services or related software in violation of U.S. export laws, including to embargoed countries or designated nationals. Any U.S. Government use is governed solely by this Agreement.