ChatWalrus

Services Agreement

THIS SERVICES AGREEMENT (THIS “AGREEMENT”) GOVERNS YOUR USE OF THE CHATWALRUS, LLC (“CHATWALRUS” OR “WE”) CONTENT, SERVICES AND IP. BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND WILL BE REFERRED TO AS “YOU” OR “CUSTOMER” IN THIS AGREEMENT. DATASEMBLY AND CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE DATASEMBLY SERVICES.

This Agreement was last updated on December 8, 2025. It is effective between You and ChatWalrus as of the date You accepted this Agreement (the “Effective Date”). All section headings used herein are for convenience only and shall not be used to interpret any section of this Agreement.

1. Services and Content:

  1. ChatWalrus will provide and/or perform the “Content” and “Services” described in the Order Form. ChatWalrus will use or provide “ChatWalrus IP” during its performance under this Agreement. ChatWalrus IP includes (i) the Content, (ii) the Services, including the content, method and manner of delivery, and (iii) ChatWalrus’s pre-existing and general items like templates, modules, libraries, videos, code snippets, and know-how.
  2. License to ChatWalrus IP. Subject to the payment of fees set forth in the Order Form, ChatWalrus grants Customer a nonexclusive, non-transferable, royalty-free, license during the term (as set forth in the Order Form) (the “Term”) to access and use the ChatWalrus IP.
  3. Restrictions. Except as permitted under this Agreement and the Order Form, Customer agrees as a condition of the licenses that it will not (and it will not permit any third party to): (i) use the ChatWalrus IP in violation of any applicable law or regulation, (ii) copy, distribute, republish, download, display, transmit, sell, rent, lease, host, share, or sub-license the ChatWalrus IP; (iii) modify, create derivative works of, adapt, or reverse engineer the ChatWalrus IP; (iv) remove, obscure, or alter any proprietary notices associated with the ChatWalrus IP; (v) access or use the ChatWalrus IP to build competing products or services, or (vi) share its access credentials (login IDs and passwords) for the ChatWalrus IP, or allow use of the same access credentials by two or more users, and Customer is responsible for unauthorized access to its access credentials.

2. Intellectual Property

  1. ChatWalrus retains all rights, title, and interest (including intellectual property rights) in and to the ChatWalrus IP.
  2. If there are any deliverables that are owned by the Customer, such ownership will be expressly noted on the Order form. Any deliverable that does not include such express ownership language is owned by ChatWalrus.
  3. Customer grants ChatWalrus a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use any suggestions, enhancement requests, recommendations or other feedback provided by Customer.
  4. ChatWalrus may use general ideas and know how we learn and remember, as long as we do not use Customer Confidential Information or Customer Data directly.

3. Confidentiality

  1. Definition. “Confidential Information” means non-public or proprietary information about a disclosing party’s business that is disclosed to the other Party in connection with their business relationship and (a) is identified in writing as confidential at the time of disclosure; or (b) is by its nature confidential or the receiving party knows, or should reasonably know, is confidential. ChatWalrus IP shall be deemed Confidential Information of ChatWalrus. Confidential Information does not include information that (i) has become public knowledge through no fault of the receiving party; (ii) was known to the receiving party, free of any confidentiality obligations, prior to disclosure by the disclosing party; (3) becomes known to the receiving party, free of any confidentiality obligations, from a source other than the disclosing party; (4) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information. 
  2. Obligations. The receiving party will treat Confidential Information with reasonable care and disclose only on a need-to-know basis or as permitted under this Agreement. The receiving party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. However, a receiving party may disclose Confidential Information: (a) if approved by the other party in writing; (b) if required by law or regulation; or (c) in the event of dispute between the parties, as necessary to establish the rights of either party. In the case of (b) and (c), the receiving party will provide reasonable advance notice to the other party and provide reasonable assistance to limit the scope of the disclosure, unless prohibited by law or regulation.

4. Customer Data, Security, and Workspace Practices

  1. Customer Data. Customer Data means any data Customer provides or that is created for Customer through the Services. Customer owns Customer Data.
  2. Use. ChatWalrus will use Customer Data only to deliver the Services and to tailor and improve the custom solutions we build for Customer as part of onboarding and the engagement. ChatWalrus will not use Customer Data to build solutions for other customers.
  3. Security. ChatWalrus will use reasonable technical and organizational safeguards to protect Customer Data. 
  4. Subprocessors. ChatWalrus remains responsible and liable for any subprocessors we use under this Agreement. ChatWalrus will share a list of such subprocessors upon request.
  5. Workspace Best Practice. When ChatWalrus builds or tests custom solutions that involve Customer Data, our default is to do this work in Customer’s ChatGPT Team or Enterprise workspace. If Customer does not have such a workspace, we will use ChatWalrus’s ChatGPT Team workspace. In either case, ChatWalrus will configure available controls to limit data sharing.
  6. Model Training by OpenAI. As of the date of this Agreement, OpenAI states that business data from ChatGPT Team, ChatGPT Enterprise, and the OpenAI API is not used to train OpenAI models by default. Customer understands OpenAI’s own terms apply to those services and may change. If ChatWalrus learns of a material change that affects Customer Data, we will notify Customer.
  7. Breach Notice. If ChatWalrus learns of a security incident that affects Customer Data, we will notify Customer within 72 hours of such discovery, share what we know, and take reasonable steps to resolve it.
  8. Return or Deletion. ChatWalrus will return or delete Customer Data upon Customer’s request or within 30 days after termination of this, unless required by law to keep it.
  9. DPA. If Customer requires a data processing addendum (DPA), ChatWalrus will sign a mutually-agreeable DPA.

5. Disclaimer of Warranties

  1. CHATWALRUS PROVIDES THE SERVICES AND CONTENT “AS IS” AND MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT RESULTS WILL MEET CUSTOMER’S EXPECTATIONS.

6. Limitation of Liability

  1. Subject to the limitations in the section bullet of this Section 6, (i) neither party will be liable to the other party for any special, indirect, consequential, incidental or punitive damages; loss of profits; loss of reputation, use, or revenue; or interruption of business and (ii) the maximum aggregate liability of each party arising out of or related to this Agreement is limited to an amount equal to the aggregate of the fees payable by Customer during the 12 months before the initial claim, provided however, each party’s maximum aggregate liability arising out of or related to Section 3 (Confidentiality) and Section 7 (Indemnification) are limited to five times the aggregate of the fees payable by Customer under the applicable Order Form. 
  2. Section 6(a) does not apply to (i) Customer’s liability arising out of use of ChatWalrus IP beyond the scope of any license granted under this Agreement, or Customer’s failure to pay any amounts owing to ChatWalrus under this Agreement; and (ii) either party’s liability for (A) death, bodily injury, or damage to tangible personal property resulting from a party’s negligence; (B) gross negligence or willful misconduct; (C) fraud; or (D) loss or damage for which liability cannot be excluded or limited by law.

7. Indemnification

  1. ChatWalrus Obligations. ChatWalrus will defend, at its expense, any third-party claim, action, or complaint (a “Claim”) brought against Customer during the Term alleging that (i) the ChatWalrus IP directly infringes the third-party’s patent, copyright, or trademark; or (ii) ChatWalrus has misappropriated the third-party’s trade secret. ChatWalrus will pay any damages specifically attributable to such claim that are finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by ChatWalrus). 
  2. ChatWalrus Response. If the ChatWalrus IP becomes, or in ChatWalrus’s opinion is likely to become, the subject of an infringement Claim, ChatWalrus may, at its option and expense, either: (i) procure for Customer the right to continue using the ChatWalrus IP; (ii) replace or modify the ChatWalrus IP so that it becomes non-infringing; or (iii) terminate this Agreement and refund Customer any unused, prepaid fees for the infringing ChatWalrus IP covering the remainder of the Term after the date of termination.
  3. Exceptions. ChatWalrus will have no obligation under this Section 7 or otherwise for any infringement Claim based upon: (i) use of the ChatWalrus IP not in accordance with this Agreement; (ii) use of the ChatWalrus IP in combination with products, equipment, software, or data not supplied by ChatWalrus if such infringement would have been avoided but for such combination; or (iii) any modification of the ChatWalrus IP by any person other than ChatWalrus or its authorized agents.
  4. Customer Obligations. Customer will, at its expense, defend or settle any third-party Claim against ChatWalrus arising from (i) ChatWalrus’s possession or use of the Customer Data in accordance with this Agreement, (ii) Customer’s use of the ChatWalrus IP in violation of the law or this Agreement or (iii) any actions by Customer referred to in clauses (i)-(iii) of Section 7(c) above.
  5. Process. The foregoing obligations are conditioned on the indemnified party: (i) notifying the indemnifying party promptly in writing of the Claim; (ii) giving the indemnifying party sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at the indemnifying party’s request and expense, assisting in such defense.
  6. Sole and Exclusive Remedy. Customer’s remedies in this Section 7 (Indemnification) are, in addition to any termination remedy in this Agreement, Customer’s sole and exclusive remedies and ChatWalrus’s sole liability regarding the subject matter giving rise to any infringement Claim.

8. Suspension, Termination, and Survival

  1. Suspension. ChatWalrus may suspend the Services on written notice if (i) Customer’s payment is over 10 days late, (ii) ChatWalrus reasonably believes suspension is necessary to prevent a security risk, or (iii) if Customer breaches this Agreement.  Additionally, ChatWalrus may suspend Customer’s access immediately without refund if Customer shares ChatWalrus IP outside the organization or otherwise breaches Section 1(c). 
  2. Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and does not cure the breach within 10 days of written notice. ChatWalrus may also terminate this Agreement for cause if any act or omission by Customer results in a suspension described in Section 8(a). Customer may also terminate this Agreement if ChatWalrus modifies this Agreement in accordance with Section 10(l) and Customer does not agree with the altered Agreement. Upon any termination under this section by Customer, ChatWalrus shall refund Customer any unused prepaid fees.  
  3. Prepaid Amounts. Except as stated in Sections 7(b) or 8(b), prepaid fees are non-refundable.
  4. Effect of Termination. Upon termination of this Agreement, all rights to use the ChatWalrus IP granted herein immediately terminate and Customer must stop using and return or delete the ChatWalrus IP. Any unpaid fees are due. Each party will stop using and return the other party’s Confidential Information. ChatWalrus will return or delete Customer Data as described in Section 4.
  5. Survival. The following provisions shall survive termination: 1(c) (Restrictions), 2 (Intellectual Property), 3 (Confidentiality), 5 (Disclaimer of Warranties), 6 (Limitation of Liability), 7 (Indemnification), 9(d) (Effect of Termination), 8(e) (Survival), and 10 (General).

9. Third-Party Providers

  1. Customer is responsible for complying with any applicable terms and conditions of any third-party data, products, services, and platforms used by Customer in conjunction with the Services and Content. Customer acknowledges that at Customer’s request, ChatWalrus may send Customer Data to such third-party providers.

10. General

  1. Governing Law and Venue. This Agreement is governed by and construed under the laws of the state of Colorado, without regard to any conflict of law rules or principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in the state of Colorado.
  2. Force Majeure. Neither party is liable for failure to perform its obligations hereunder (except for any payment obligations) to the extent that performance is delayed, prevented, restricted, or interfered with as a result of any causes beyond its reasonable control.
  3. Assignment. Neither party may assign this Agreement without the other party’s written consent. Notwithstanding the foregoing, either may assign this Agreement to a surviving entity under a merger or acquisition by providing advance written notice to the non-assigning party.
  4. Subcontractors. ChatWalrus may use subcontractors in performance of this Agreement or the Order Form, provided ChatWalrus is be responsible and liable for its subcontractors.
  5. Publicity. With Customer’s prior consent, not unreasonably withheld, ChatWalrus may use Customer’s name, logo and testimonials on customer lists and otherwise. 
  6. Independent contractor. The parties are independent contractors.
  7. Notices. Notices must be in writing and sent to the contacts in the Order Form, or by email with confirmation. Notices are deemed received on the business day sent by email with confirmation, or the next business day if sent after local business hours.
  8. Compliance. Each party will follow export and anti-corruption laws.
  9. Injunctive relief. Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either party may seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
  10. Mediation First; Jury Waiver. Before filing a lawsuit, the parties will try in good faith to resolve the dispute through a 30-day mediation. Each party waives any right to a jury trial in any dispute related to this Agreement.
  11. Waiver. Neither party’s waiver of the breach of any provision constitutes a waiver of that provision in any other instance.
  12. Modification. ChatWalrus reserves the right to alter the terms of this Agreement at any time. Customer agrees to review the latest version of the Agreement on ChatWalrus’s website periodically to remain aware of any modifications to the Agreement about which Customer is not alerted by ChatWalrus. The Agreement available on the website will be dated so as to make clear what version is currently in force. Any use of the ChatWalrus Content or Services after alteration of the Agreement will constitute acceptance by Customer of such changes. Customer’s sole remedy should Customer not agree with the altered Agreement shall be to cease Customer’s use of the ChatWalrus Content and Services and to comply with Customer’s termination obligations outlined in Section 8 of this Agreement. If any provision of the Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.
  13. Entire Agreement; Order of Precedence; Severability. This Agreement and the Order Form are the entire agreement between the parties for the products and services set forth herein, and they supersede and replace all prior and contemporaneous negotiations, agreements, representations and discussions regarding this subject matter. If there is a conflict, this Agreement controls over the Order Form. If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the term and this Agreement will continue in full force and effect.
ChatWalrus is an Al training and consulting platform designed to help retail, e-commerce, consumer packaged goods (CPG), and food and beverage (F&B) brands effectively integrate artificial intelligence, particularly tools like ChatGPT, into their business operations.
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