Website Terms of Use

The website located at chitterchatter.app (the “Site”), together with the software, services, content, and conversation activities accessible through it (collectively, the “Services”), are owned and operated by ChitterChatter, Inc., a Delaware corporation (“Company,” “us,” “our,” and “we”). Certain features of the Site or Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms of Use (these “Terms”) set forth the legally binding terms and conditions that govern your use of the Site and the Services. By accessing or using the Site or Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms, do not access or use the Site or the Services.

You may not access or use the Site or Services, or accept these Terms, if you are not at least 18 years old, unless an institution licensed to use the Services on your behalf has obtained any required parental or guardian consent for your use.

Please be aware that Section 10.2 contains provisions governing how to resolve disputes between you and Company. Among other things, Section 10.2 includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and us shall be resolved by binding and final arbitration. Section 10.2 also contains a class action and jury trial waiver. Please read Section 10.2 carefully.

Unless you opt out of the agreement to arbitrate within 30 days: (1) you will only be permitted to pursue disputes or claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and you waive your right to participate in a class action lawsuit or class-wide arbitration; and (2) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

1. Accounts

1.1 Account Creation

In order to use certain features of the Site or Services, you must register for an account (“Account”) and provide certain information about yourself (such as your name, email address, and, where applicable, your institution and course enrollment) as prompted by the account registration form, or have an Account provisioned for you by an educational institution that has licensed the Services. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site or by contacting us at support@chitterchatter.app. Company may suspend or terminate your Account in accordance with Section 8.

1.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.3 User Categories

The Services are offered to three categories of users, each of which is subject to these Terms plus the additional terms set forth in Section 2:

• “Students” are individual learners who access the Services to practice speaking, complete assigned activities, or engage in self-directed language practice.
• “Instructors” are teachers, professors, teaching assistants, or other instructional staff who author conversation activities, assign them to Students, and review Student progress.
• “Institutions” are schools, colleges, universities, school districts, or other educational organizations that license access to the Services on behalf of their Students and Instructors pursuant to a separate written agreement (each, an “Institutional Agreement”).

2. Additional Terms by User Type

In addition to the general terms in these Terms, the following additional terms apply to each category of user. In the event of a conflict between these Terms and a written Institutional Agreement executed by Company, the Institutional Agreement controls for users covered by it.

2.1 Students

If you are a Student, you agree that:

• Your use of the Services may be monitored, assessed, and reviewed by your Instructor and your Institution, including your conversation transcripts, audio recordings (to the extent stored), activity completion data, and performance analytics.
• You will use the Services only for the educational purposes for which they have been assigned or made available to you, and in accordance with your Institution’s academic and acceptable-use policies.
• You will not share your Account credentials with any other person or permit any other person to access the Services using your Account.
• You understand that conversation activities on the Services are conducted with an artificial intelligence system and are not interactions with a human being, and that AI-generated feedback is intended as practice support and not as a substitute for graded evaluation by a qualified Instructor.

2.2 Instructors

If you are an Instructor, you agree that:

• You are authorized by your Institution to use the Services in connection with your teaching duties, and your use complies with your Institution’s policies.
• You are responsible for reviewing the conversation activities you author, assign, or make available to Students, and for ensuring that the content, scenarios, prompts, and evaluation rubrics are appropriate for your learners and your curricular goals.
• You will not author or assign conversation activities that violate the Acceptable Use Policy in Section 3.4, applicable law, or your Institution’s academic integrity policies.
• You understand that the AI-generated coach feedback and evaluation signals provided by the Services are intended to support instructional judgment, not to replace it, and that you remain responsible for academic decisions affecting your Students.

2.3 Institutions

If you are an Institution (or an individual authorized to bind an Institution), you agree that:

• Your use of the Services is governed by the Institutional Agreement executed between your Institution and Company, which sets out pricing, term, number of seats, data handling, and any institution-specific commitments (including any Student Data Privacy Addendum, FERPA addendum, or Data Processing Addendum).
• You will ensure that your Instructors and Students using the Services are informed of and bound by these Terms and the Company Privacy Policy.
• You are responsible for obtaining any parental, guardian, or other consents required by applicable law (including FERPA, COPPA, and any state student data privacy laws) for your Students’ use of the Services, except to the extent Company has expressly agreed in writing to assume that responsibility.
• You acknowledge that, for users provisioned through your Institution, Company acts as a “school official” with a “legitimate educational interest” for purposes of FERPA (see Section 5), and that Company’s processing of Student Data is governed by the Institutional Agreement and the Privacy Policy.

3. Access to the Site and Services

3.1 License

Subject to these Terms (and any applicable Institutional Agreement), Company grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Site and Services solely for: (a) if you are a Student or Instructor, your educational use in connection with the conversation activities made available to you; (b) if you are an Institution, the internal educational purposes set forth in your Institutional Agreement; and (c) if you are accessing the Site as a member of the general public, your own personal, non-commercial evaluation of the Services.

3.2 Certain Restrictions

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or the Services, whether in whole or in part, or any content displayed on the Site, except as expressly permitted by these Terms or a written agreement with Company; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive website, product, or service, or to train, fine-tune, or evaluate any machine learning model other than as expressly permitted by Company in writing; (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; and (e) you shall not use the Services to impersonate any person, misrepresent your identity or affiliation with any person or institution, or otherwise deceive other users.

Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

3.3 Modification

Company reserves the right, at any time, to modify, suspend, or discontinue the Site or Services (in whole or in part) with or without notice to you; provided that Company will use commercially reasonable efforts to notify Institutions of material discontinuations that would affect their Institutional Agreements. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site, the Services, or any part thereof, except as expressly provided in an applicable Institutional Agreement.

3.4 No Support or Maintenance

Except as may be expressly set forth in a written Institutional Agreement, you acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site or Services.

3.5 Ownership

Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, the Services, and their content (including the underlying software, AI coach models and prompts, scoring methodology, and activity templates authored by Company) are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site or Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.6 Feedback

If you provide Company with any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

4. User Content

4.1 User Content

“User Content” means any and all information and content that a user submits to, or uses with, the Site or Services, including (a) conversation transcripts and audio recordings generated during practice sessions (“Student Content”); (b) conversation activities, prompts, scenarios, rubrics, instructions, and materials authored by Instructors (“Instructor Content”); and (c) any other text, files, or information uploaded or submitted by any user. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.4). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Company.

4.2 Ownership of User Content

As between you and Company, you (or your licensors) retain all right, title, and interest in and to your User Content. Nothing in these Terms transfers ownership of your User Content to Company.

For Instructor Content specifically: as between Company and the Instructor (and, where applicable, the Instructor’s Institution), the Instructor (or the Instructor’s Institution, subject to any institutional work-for-hire or ownership policies between the Instructor and the Institution) owns the conversation activities and related authored materials created by the Instructor. Company claims no ownership interest in Instructor Content.

4.3 License to Company

You hereby grant (and you represent and warrant that you have the right to grant) to Company a non-exclusive, royalty-free, fully paid-up, worldwide license to host, store, reproduce, transmit, display, perform, process, and create derivative works of your User Content, and to sublicense these rights to Company’s subprocessors (such as cloud hosting and AI providers identified in our Privacy Policy), solely for the purpose of (a) operating, maintaining, and providing the Site and Services to you and the other users authorized to access your User Content, (b) generating AI coach feedback and analytics for you, your Instructor, and your Institution, as applicable, and (c) fulfilling Company’s legal obligations. This license terminates when your User Content is deleted from the Services, except to the extent Company must retain it to comply with legal obligations or as permitted by the Privacy Policy or your Institutional Agreement.

4.4 Acceptable Use Policy

The following terms constitute our “Acceptable Use Policy”:

You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages; (iii) use the Services to harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site; (v) attempt to gain unauthorized access to the Site or Services (or to other computer systems or networks connected to or used together with them), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; (vii) use software or automated agents or scripts to produce multiple accounts, to generate automated searches, requests, or queries, or to strip, scrape, or mine data from the Site (provided that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives, subject to the parameters set forth in our robots.txt file); or (viii) use the Services or any output of the Services to train, fine-tune, or evaluate any machine learning model other than as expressly authorized by Company in writing.

4.5 Enforcement

We reserve the right (but have no obligation) to review, refuse, and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities or, for Students and Instructors, to the relevant Institution.

5. FERPA and Student Educational Records

When Company provides the Services to Students through an Institution that is subject to the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (“FERPA”), Student Content and associated Student records that constitute “education records” under FERPA will be treated in accordance with this Section 5, the Privacy Policy, and any Institutional Agreement (including any FERPA addendum or Student Data Privacy Addendum) signed by Company.

• Company acts as a “school official” with a “legitimate educational interest” in Student education records (as those terms are defined in FERPA) solely for the purpose of performing the Services requested by the Institution.
• Company will use Student education records only for the purpose of providing and improving the Services to the Institution and its users, and will not disclose Student education records to third parties except as permitted by FERPA, these Terms, the Privacy Policy, or the Institutional Agreement.
• Upon termination of an Institutional Agreement, Company will return or delete Student education records in accordance with that agreement and the Privacy Policy.
• Students and parents/guardians with rights under FERPA should direct requests to access, correct, or delete Student education records to their Institution. Company will cooperate with the Institution in responding to such requests.

6. Institutional Terms and Order Forms

Institutions may purchase site licenses, seat-based subscriptions, or other access to the Services pursuant to a written ordering document (“Order Form”) or master services agreement (collectively with any referenced addenda, the “Institutional Agreement”). The Institutional Agreement sets forth: (a) the fees, payment terms, and term of service; (b) the number of authorized Students and Instructors; (c) any data handling, security, and privacy commitments (including any FERPA, HECVAT, VPAT, or state student data privacy addenda); and (d) any permitted uses, restrictions, or customizations.

In the event of any conflict between these Terms and a signed Institutional Agreement, the Institutional Agreement controls for users covered by that Institutional Agreement. Individual Students and Instructors whose access is provisioned through an Institution remain bound by these Terms with respect to matters not addressed in the Institutional Agreement.

Fees for Services purchased directly by individuals (and not through an Institution) are as described at the point of purchase and are payable in accordance with the applicable payment processor’s terms. Unless otherwise stated, all fees are non-refundable once paid.

7. Indemnification

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (a) your use of the Site or Services; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

8. Third-Party Links & Ads; Other Users

8.1 Third-Party Links & Ads

The Site may contain links to third-party websites and services, and/or display content or integrations provided by third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

8.2 Other Users

Each user of the Services is solely responsible for any and all of its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content, including any AI-generated responses produced by the Services. Your interactions with other users of the Services (including your Instructor or Students) are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we are under no obligation to become involved.

8.3 Release

You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage) that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services (including any interactions with, or act or omission of, other users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

9. Disclaimers

The Site and Services are provided on an “as-is” and “as available” basis, and Company (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site or Services will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. Without limiting the foregoing, Company makes no warranty regarding the accuracy, appropriateness, or pedagogical value of any AI-generated content, coach feedback, or scoring produced by the Services. If applicable law requires any warranties with respect to the Site or Services, all such warranties are limited in duration to 90 days from the date of first use.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

10. Limitation on Liability

To the maximum extent permitted by law, in no event shall Company (or our suppliers) be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Site or Services, even if Company has been advised of the possibility of such damages. Access to, and use of, the Site and Services is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.

To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty US dollars. The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to these Terms.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. Term and Termination

Subject to this Section, these Terms will remain in full force and effect while you use the Site or Services. We may suspend or terminate your rights to use the Site or Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site and Services will terminate immediately.

You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases, subject to the retention terms set forth in the Privacy Policy and, where applicable, any Institutional Agreement. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.

Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 3.2 through 3.6, Section 4, and Sections 7 through 13.

12. Copyright Policy (DMCA)

Company respects the intellectual property of others and asks that users of our Site and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights.

If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

• your physical or electronic signature;
• identification of the copyrighted work(s) that you claim to have been infringed;
• identification of the material on our Services that you claim is infringing and that you request us to remove;
• sufficient information to permit us to locate such material;
• your address, telephone number, and email address;
• a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorneys’ fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Company is:

13. General

13.1 Changes

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

13.2 Dispute Resolution

Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors, and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) and limits the manner in which you can seek relief from the Company Parties.

(a) Applicability of Arbitration Agreement

You agree that any dispute between you and any of the Company Parties relating in any way to the Site, the Services, or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against the Company Parties on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.

(b) Informal Dispute Resolution

There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost, and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@chitterchatter.app, or by regular mail to: ChitterChatter, Inc., c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, Delaware 19713. The Notice must include: (1) your name, telephone number, mailing address, and the email address associated with your account (if you have one); (2) the name, telephone number, mailing address, and email address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

(c) Arbitration Rules and Forum

These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.

Unless you and Company otherwise agree, or the Batch Arbitration process discussed in Subsection 13.2(h) is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules. You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

(d) Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of that subsection is unenforceable, illegal, void or voidable, or has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award is based. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

(e) Waiver of Jury Trial

Except as specified in Section 13.2(a), you and the Company Parties hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and the Company Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 13.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(f) Waiver of Class or Other Non-Individualized Relief

You and Company agree that, except as specified in Subsection 13.2(h), each of us may bring claims against the other only on an individual basis and not on a class, representative, or collective basis, and the parties hereby waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Only individual relief is available, and disputes of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user.

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Subsection 13.2(h) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement of claims.

(g) Attorneys’ Fees and Costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

(h) Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Company.

You and Company agree to cooperate in good faith with JAMS to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, except as expressly set forth in this provision.

(i) 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: ChitterChatter, Inc., c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, Delaware 19713, or by email to legal@chitterchatter.app, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

(j) Invalidity, Expiration

Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

(k) Modification

Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Company at the following address: ChitterChatter, Inc., c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, Delaware 19713, or by email to legal@chitterchatter.app. Unless you reject the change within 30 days of such change becoming effective by writing to Company in accordance with the foregoing, your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

13.3 Export

The Site and Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

13.4 Disclosures

Company is located at the address set forth in Section 13.9. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

13.5 Electronic Communications

The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

13.6 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Subject to the Arbitration Agreement in Section 13.2, any dispute, claim, or controversy that is not subject to arbitration shall be resolved exclusively in the state or federal courts located in the State of Delaware, and you consent to the personal jurisdiction and venue of such courts.

13.7 Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Site and Services, and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written, between you and us with respect to the subject matter hereof (other than any Institutional Agreement, which controls for users covered by it as set forth in Section 6). Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

13.8 Copyright/Trademark Information

Copyright © 2026 ChitterChatter, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site are the property of Company or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party who may own the Marks.

13.9 Contact Information