Last Updated: December 2, 2025

Agreement and Acceptance

These Terms and Conditions (“Terms”) constitute a binding agreement between you (whether as an individual user or on behalf of an organization) and the owners and administrators of the Convoia Chat service (“Convoia,” “Company,” “we,” “us,” or “our”). By creating an account, accessing, or using Convoia Chat, you acknowledge that you have read, understand, and agree to be bound by these Terms, together with our Privacy Policy and Acceptable Use Policy, each of which is incorporated herein by reference.

These Terms set forth the rights, obligations, and responsibilities governing your use of the Convoia Chat platform, including provisions regarding acceptable use, data handling, intellectual property, disclaimers of warranties, limitations of liability, and applicable law.

If you do not agree to these Terms, you may not access or use Convoia Chat.

Description of the Service

Convoia Chat is a cloud-based live chat platform that enables businesses to provide real-time, human-to-human customer support via an embeddable website widget. Unlike AI driven chat solutions, Convoia Chat provides human-powered support, all chat interactions are handled by real people, not bots. The platform allows you to create and customize a chat widget for your website and manage conversations through a dashboard. Convoia Chat is offered as a fully in-house service without third-party software integrations, ensuring user data remains within our platform no external AI or third-party large language models are used. The core functionality of Convoia Chat live chat widget and dashboard access is provided free of charge to users.

Accounts, Eligibility, and Security

• Account Registration: To use Convoia Chat, you must create an account by providing a valid business email address and a secure password. You agree to provide accurate and current information during registration and to promptly update any information to keep your account details accurate. Accounts are either for individual use or for an organization’s team (with multiple authorized users/agents). Each user must have unique login credentials; account sharing is not permitted.
• Eligibility: You must be at least 18 years old to register and use this Service. If you are signing up on behalf of a company or other entity, you represent that you have the authority to bind that entity to these Terms. The Service is not intended for personal, family, or household use; it is offered for business and professional use. We do not knowingly permit children under 18 to register or use Convoia Chat, and our platform is not directed to anyone under 18 years of age. By using Convoia Chat, you affirm that you meet these eligibility requirements.
• Account Security: You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You must use a strong, unique password and keep it secure. Notify us immediately at Privacy@convoia.com if you suspect any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to adequately safeguard your account. You agree not to circumvent or disable any security features of the Service. We may require multi-factor authentication or other security measures for access to certain features, and you agree to comply with such requirements.

Free Plan and Subscription Plans

• Free Service: The basic Convoia Chat platform including the ability to create a chat widget, use the dashboard, invite team agents, and handle live chats is provided completely free, with no trials, no hidden fees. This free plan includes standard support via documentation or community resources and is intended to allow businesses of all sizes to utilize live chat functionality at zero cost for core features.
• Paid Subscription (Premium Support): We offer an optional paid subscription for enhanced support and integration services. For example, you may choose to subscribe to our “Premium Integration Support” plan to receive expert installation assistance, priority technical support, and other concierge services. This plan is currently offered at USD $5 per user per month, or at the price otherwise indicated on our website. In the event of any discrepancy between this Agreement and the pricing displayed on our website, the pricing on the website shall control. Subscription fees are charged on a per-user basis for each team member or agent enrolled in the premium support service.
• Subscription Term and Renewal: Paid subscriptions are billed on a monthly basis unless otherwise specified and will automatically renew each month until canceled. By enrolling in a paid plan, you authorize us to charge the applicable monthly fee to the payment method on file at the start of each billing cycle. We will email an invoice or receipt for each payment. There are no long-term contracts for the subscription; you may cancel at any time, and the cancellation will take effect at the end of the current paid month. We do not offer pro-rated refunds for mid-month cancellations, but you will retain access to premium support until the end of the paid period. After cancellation or expiration of a paid plan, your account will revert to the free plan with access to all standard free features without deletion of your data.
• Changes to Fees: We reserve the right to introduce new fees or adjust the pricing of existing plans. If the pricing for your subscription changes, we will provide you with at least 30 days’ advance notice by email or notification through the Service. If you do not agree to the new fees, you may cancel the subscription before the new pricing takes effect. Continued use of the paid service after price changes take effect constitutes your agreement to pay the new rate.
• No Hidden Charges: Apart from applicable subscription fees for premium services if you opt in, there are no sign-up fees or per-message charges to use Convoia Chat. The free plan truly has no cost. You are responsible for any internet or data charges incurred from your own network provider in accessing the Service. We will not charge you any additional fees without your explicit consent. Should we offer any add-on features or third-party integrations in the future that carry a fee, such offerings and charges will be clearly communicated and optional.

Payment Terms

For paid subscriptions, you must provide a valid payment method such as a credit card or other supported payment instrument. You agree to keep your billing information accurate and up-to-date. All fees are stated and charged in U.S. Dollars (USD), unless otherwise noted, and are exclusive of any taxes if applicable. You are responsible for any sales, value-added, or other taxes or duties that may be due in connection with your purchase except taxes on our income. Fees must be paid in full without any withholding, setoff, or deduction of any kind.

Charges for the monthly subscription will be processed at the beginning of each monthly term. If a charge is not successfully settled for example, due to expiration or insufficient funds, we may attempt to charge again, and if payment remains delinquent we reserve the right to downgrade or suspend your premium support benefits. You agree to pay all reasonable costs and expenses including attorneys’ fees we incur in collecting overdue amounts.

We use PCI-compliant third-party payment processors to handle your payment information; we do not store full credit card numbers on our own servers for security. By subscribing to a paid plan, you also agree to the terms and conditions of our payment processor, as made available at the time of payment.

If you have any billing disputes or questions, you must contact us within 30 days of the charge by emailing Privacy@convoia.com. We will work in good faith to resolve any such issues. Refunds for charges are granted at our discretion; generally, the Service is provided on a prepaid basis and fees are non-refundable except in case of billing errors or as required by law. Any approved refunds will be issued to the same payment method used for the purchase.

User Responsibilities and Acceptable Use

By using Convoia Chat, you agree to use the Service in a lawful and respectful manner. You are solely responsible for the content and communications you and your agents transmit using the platform, and for ensuring that your use and your end-users’ use of Convoia Chat complies with all applicable laws and regulations including data protection, privacy, and consumer protection laws relevant to your interactions with your customers. Key user obligations and acceptable use rules include:

• Lawful Purposes Only: You may not use Convoia Chat for any illegal or unauthorized purpose, or to further or promote any criminal activity. All activity on the platform must comply with applicable laws and regulations. Examples of prohibited illegal activities include but are not limited to using the chat to engage in fraud, trafficking in unlawful material, gambling operations where prohibited, harassment or threats, or any other activity that would violate any law or regulation domestic or international.
• No Harmful or Abusive Content: You agree not to transmit or facilitate the distribution of any content through Convoia Chat that is harmful, obscene, pornographic, defamatory, libelous, harassing, threatening, hateful, or otherwise objectionable. Hate speech, discriminatory remarks, or content inciting violence or illegal actions are strictly forbidden. You also must not use the Service to impersonate any person or entity or to misrepresent your affiliation.
• Intellectual Property Rights: You must not upload, send, or share content via the chat that infringes anyone’s intellectual property or privacy rights. This includes prohibiting the wrongful sharing of someone else’s copyrighted text, images, trademarks, trade secrets, or other protected material without permission. You represent that you have all necessary rights to the content that you or your agents transmit using Convoia Chat. If you incorporate your company’s logo or any branding into the chat widget, you grant us a license to display that content through the Service. Do not use Convoia to transmit or store content that you know or reasonably should know violates the rights of any third party.
• No Spam or Unsolicited Communications: You may not use Convoia Chat to send unsolicited bulk messages, spam, chain letters, phishing messages, or any other unsolicited communications that violate anti-spam laws. The chat widget is intended for direct customer support and engagement with visitors who initiate contact or consent to chat; it should not be used as an outbound marketing email or SMS blast tool. You also agree not to harvest or collect information about individuals who use the chat such as scraping email addresses or personal data except as needed to serve that individual and in compliance with privacy laws.
• Prohibition on Harmful Code: You must not introduce to the Service any viruses, worms, malware, or other code intended to harm or hijack the operation of any hardware, software, or telecommunications equipment. Also, you may not use the Service in a manner that could damage, disable, or impair our servers or networks e.g., no deliberate overload, denial of service attacks, or exploits. Attempting to probe, scan, or test the vulnerability of any Convoia system or network, or to breach our security or authentication measures, is strictly prohibited.
• No Unauthorized Access or Resale: You shall not attempt to gain unauthorized access to any accounts, features, computer systems or networks of Convoia or its users through hacking, password mining or any other means. You may not use the Service to attempt to access, interfere with, or disrupt any user, host, or network including by sending malware, overloading, or flooding. Additionally, you may not rent, lease, sell, sublicense, or otherwise exploit the Service for commercial gain unrelated to its intended purpose; for example, you may not create a competing service using our platform or resell our service to unauthorized third parties without permission.
• Human-Only Use; No Bots: Convoia Chat is designed for human-to-human interaction. You agree not to use any automated systems, scripts, or bots to respond to chats on your behalf through our platform. The use of AI chatbots or third-party AI-driven responders on Convoia Chat is not allowed, as it conflicts with the core purpose of providing authentic human support. All chat agents interacting via the Convoia Chat widget must be real human personnel, employees or contractors of your organization. This ensures the experience remains genuine and aligns with our “no AI” policy. Using automation for minor workflow enhancements, such as routing chats or sending an automatic “away” message, is permitted if such features are provided by us, but fully automated conversational agents are not permitted.
• Fair Use and No Interference: You agree to use the Service in a manner that does not unreasonably consume excessive system resources or bandwidth. Any “unlimited” features such as unlimited chats or agents are provided subject to normal, good-faith use. If your usage (e.g., unusually high message volume or technical activity) adversely impacts, or threatens to impact, the stability or performance of the Service, we may implement appropriate limits, throttling, or other technical controls as needed to protect the platform and its users. You also agree not to interfere with or disrupt the integrity or performance of the Service or any data contained within it.
• Compliance with Third-Party Platforms: If you install the Convoia Chat code snippet on a third-party website or platform such as WordPress, Shopify, etc., you must comply with that platform’s terms of service as well. Convoia is not liable for any violation of third-party platform rules caused by your use of our chat widget. Ensure that deploying our chat does not violate your website host’s or platform’s policies.

If you become aware of any misuse of Convoia Chat or violation of these rules by any user, please contact us at Privacy@convoia.com. We reserve the right to investigate any potential violation and, at our sole discretion, remove or disable any content, or suspend or terminate the associated account, as necessary to enforce these Terms. Users are reminded that they are solely responsible for the content and communications they transmit, Convoia simply provides the platform and does not assume responsibility for user-generated content or any offenses committed by users.

Intellectual Property Rights

• Our Intellectual Property: All rights, title, and interest in and to the Convoia Chat service and all associated software, technology, website content, logos, and trademarks including “Convoia” and “Convoia Chat” are owned by Convoia or its licensors. The platform, including the user interface, design, software code, and all content provided by us, is protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Convoia Chat service for your internal business use. You acknowledge that this license does not give you any ownership of our software or other IP. You agree not to copy, modify, distribute, sell, or lease any part of our Service or included software, nor to reverse engineer or attempt to extract the source code of that software, except to the extent such restrictions are expressly prohibited by applicable law.
• Trademarks: “Convoia,” “Convoia Chat,” “Convoia Docs,” and our logos and taglines are trademarks or service marks of Convoia. You may not use our marks without our prior written permission, except as necessary to identify the Service for permissible use for example, you may use the word “Convoia Chat” to truthfully describe that your website uses our service. Any permitted use of our trademarks must be in accordance with any brand guidelines we provide. All other product or company names mentioned in the Service may be trademarks of their respective owners.
• Your Content: In the course of using Convoia Chat, you and your agents may input, upload, or generate content such as text conversations, offline messages, images like your avatar or logo, and other materials collectively, “Your Content”. You retain all rights to Your Content that you already hold under applicable law. We do not claim ownership of Your Content. However, by using the Service and submitting or creating Your Content on our platform, you grant us a worldwide, royalty-free, sublicensable license to host, store, transfer, display, and process Your Content for the purpose of operating and improving the Service. This license is only to the extent necessary for us to provide the Service functionalities for example, to display your uploaded logo in the chat widget, or to transmit your chat messages to the intended recipient. We will never use Your Content for marketing or other purposes without your consent. You represent and warrant that you have the necessary rights to provide Your Content to us and to grant the above license, and that none of Your Content violates any law or infringes any third-party rights see Acceptable Use. If you are a business customer collecting personal data from end-users via chats, you confirm that you have obtained any necessary consents or have another valid legal basis to collect and process that data using Convoia Chat.
• Feedback: If you submit feedback, suggestions, or ideas about Convoia Chat to us “Feedback”, you agree that such Feedback is provided voluntarily and we may use it freely without obligation or compensation to you. We may incorporate Feedback into our products or services and all such improvements will be our sole property.
• Third-Party Resources: As of now, Convoia Chat does not integrate third-party plugins or external AI services. If in the future we enable optional integrations for example, a feature to send transcripts to a CRM, any third-party code or libraries incorporated into the Service will remain the property of their respective owners, and you agree to abide by any third-party license terms we provide. We will inform you of any third-party components and their terms in our documentation. Your use of any third-party integrations or links is at your own risk; we do not endorse or assume liability for third-party sites or services. Currently, with no third-party integrations in use, all platform functionality and data handling remain under Convoia’s direct control.

Privacy and Data Protection

• Privacy Policy: Your use of Convoia Chat is subject to our Privacy Policy, which describes how we collect, use, and protect your personal data. By using the Service, you agree to the collection and use of information as outlined in the Privacy Policy. This includes personal data you provide during registration such as your name, email address, and phone number and data generated through your use of the service such as chat transcripts or usage logs. We maintain administrative, technical, and physical safeguards to protect your information, but we also rely on you to use the Service responsibly and secure your account. Please review the Privacy Policy carefully to understand our practices. If you have users or customers in jurisdictions with specific privacy rights e.g., the EU or California, Section 8 of these Terms and our Privacy Policy outline compliance measures and your responsibilities. 
• Confidentiality: We will treat chat content and any business information you provide as confidential and will not disclose it to third parties except as allowed in our Privacy Policy or as required by law. Likewise, you agree to keep any non-public information about Convoia such as any beta features you test, or performance metrics not publicly available confidential and to not share it with third parties without our permission.
• Data Processing Agreement: If you are using Convoia Chat to process personal data of individuals in the European Economic Area (EEA), United Kingdom, or other regions with data protection laws, we acknowledge that Convoia may be a “data processor” acting on your behalf as the “data controller.” We offer a Data Processing Addendum (DPA) in compliance with Article 28 of the GDPR upon request, which includes standard contractual clauses for international data transfer if applicable. By using the Service and providing personal data of your end-users, you agree to process and obtain such data lawfully and to observe all requirements of applicable data protection laws. We will process that data only for the purpose of providing the service and following your instructions as outlined in these Terms and the Privacy Policy. We do not sell personal data and will not use end-user data for our own purposes except as necessary to provide and support the Service.
• Global Data Privacy Compliance: Convoia Chat is designed to comply with major privacy regulations globally. We adhere to the principles of the EU General Data Protection Regulation (GDPR) and UK Data Protection Act for users in Europe, the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) for users in California, and similar laws to the extent they apply. This means we implement privacy by design, honor data subject rights (access, deletion, etc.), and disclose our practices in a transparent manner. For example, the GDPR requires that a privacy policy be provided when processing the personal data of EU citizens, and the California CPRA mandates a privacy notice for services that collect personal information of California residents. Our Privacy Policy fulfills these requirements by detailing what data we collect and how we use it. By using the Service, you agree that we may process your personal data and the personal data of your end-users in accordance with our Privacy Policy and applicable law. You also agree that if you are subject to specific regulatory requirements (for instance, if you are in the healthcare sector bound by HIPAA, or handling personal data of EU residents under GDPR), you will notify us as needed and ensure that your use of Convoia Chat, and any data you input into it, complies with those laws. We provide necessary tools and support for compliance (such as data export or deletion capabilities), but ultimate responsibility for legal compliance in your use of the Service rests with you.

For more details on our privacy and data protection practices, please refer to the full Privacy Policy document. If you have questions regarding data privacy, you may contact us at Privacy@convoia.com.

Disclaimers of Warranties

Convoia Chat is provided to you “as is” and “as available,” without any warranties of any kind, except as expressly stated in these Terms. We do not guarantee that the Service will be uninterrupted, error-free, or meet your specific requirements at all times. To the fullest extent permitted by law, Convoia disclaims all warranties, whether express, implied, or statutory, including (but not limited to) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In particular:

• No Guarantee of Results: While Convoia Chat aims to improve your customer engagement, we make no guarantee that using the Service will increase your sales, customer satisfaction, or other performance metrics. Any success stories or testimonials on our site are illustrative and not a promise of results. You acknowledge that outcomes depend on many factors beyond our control (such as your industry, how you use the tool, your agents’ performance, and customer behavior). We expressly do not warrant or guarantee that Convoia Chat will achieve any particular outcome for your business. All use of the Service is at your own risk and discretion.
• Availability and Accuracy: We strive to keep Convoia Chat operational and accessible, but we do not warrant that the Service will be available at any given time or that it will be free from errors, delays, or omissions. Outages or downtime may occur due to maintenance, upgrades, emergencies, or factors outside our control such as internet disruptions. We will endeavor to provide advance notice of scheduled downtime, but we are not liable for any losses resulting from Service unavailability. We also do not warrant that any data including chat logs or user information will be stored or available forever please export important data regularly. We provide settings to download chat transcripts and other data, and our retention practices are in the Privacy Policy.
• Security: We implement industry-standard security measures to protect the Service and your data. However, no method of transmission or storage is perfectly secure. Thus, we do not warrant that the Service is completely secure or invulnerable to cyber-attacks or unauthorized access. You acknowledge that any data you transmit through Convoia Chat could be at risk of interception or loss, and you agree that we are not responsible for unauthorized access beyond our reasonable control. We encourage you to notify us promptly of any security issues you discover.
• Third-Party Services Disclaimer: As noted, Convoia Chat currently does not embed third-party services. If in the future we interface with any third-party services or websites for example, if our dashboard provides links to knowledge base articles, or you integrate with a third-party CRM at your option, those services are outside our control and are provided without any endorsement or warranty from us. We are not responsible for the functionality, legality, or safety of any third-party websites or services, and your use of them is solely at your own risk.
• No Responsibility for User Conduct or Content: Convoia is a platform provider and does not supervise the content of communications between you and your website visitors. We do not make any warranties or representations regarding the accuracy or legality of any information transmitted by users through the Service, and we are not liable for any statements, advice, or information exchanged in chats. Any dealings or resolutions of issues between you and your customers or site visitors via Convoia Chat are solely between you and the other party. We do not have an obligation to monitor chats or intervene, though we reserve the right to review and remove content that violates our policies. We specifically disclaim any liability for any claims or damages arising from content that you or your users provide e.g., if your agent gives incorrect advice to a customer, or if a customer shares unlawful content. Some jurisdictions do not allow the exclusion of certain warranties. If any law applies to you that prohibits these warranty exclusions, then to the extent permitted by law, our warranties are limited in duration to 30 days from the first date of use of the Service. This provision gives you specific legal rights; you may also have other rights which vary by jurisdiction.

Limitation of Liability

To the extent permitted by law, in no event will Convoia, its affiliates, officers, employees, agents, or partners be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of (or inability to use) Convoia Chat, or these Terms. This exclusion includes, without limitation, damages for lost profits, lost revenue, lost business opportunities, loss of data, or business interruption, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages.

In particular, Convoia will not be responsible for:

• Loss of Data or Content: Any loss, deletion, or failure to store your chat transcripts or other data, unless due solely to our willful misconduct. We encourage you to maintain your own backup copies of important information.
• Customer or Third-Party Claims: Any disputes between you and your customers or other third parties, or claims that your use of the Service harmed a customer or violated their rights. You are solely responsible for resolving such claims.
• Unauthorized Access: Damages arising from unauthorized access to your account or data for example, if your account is compromised due to your lax security practices, except to the extent the unauthorized access is directly caused by our breach of security obligations.
• Any matter beyond our reasonable control: Including force majeure events such as internet outages, natural disasters, government actions, labor disputes, or attacks on our infrastructure by third parties.
• Limitation of Liability: In any case, our total cumulative liability to you for all claims arising out of or relating to the Service or these Terms will not exceed the amount actually paid by you to Convoia in the twelve (12) months immediately preceding the event giving rise to liability or, if you have not paid us for the use of the Service, the sum of US $60.00. This limitation applies collectively to Convoia, its subsidiaries, officers, employees, and agents. The existence of multiple claims will not expand the limit. This cap is an essential part of the bargain; if you find it unacceptable, please do not use the Service.
• Exceptions: Nothing in these Terms shall limit or exclude our liability for gross negligence, willful misconduct, or fraud, or for death or personal injury resulting from our negligence to the extent such liability cannot be excluded or limited by law. Additionally, some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation may not apply to you in its entirety. In such jurisdictions, our liability is limited to the minimum extent permitted by law.

You acknowledge and agree that the fees or lack of fees for the free plan reflect the allocation of risk and the limitation of liability specified herein, and that we would not provide the Service without such limitations. You also agree that the limitations in this Section will apply even if any limited remedy fails of its essential purpose.

Indemnification

You agree to indemnify, defend, and hold harmless Convoia and its affiliates, officers, employees, and agents from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, settlements, penalties, fines, costs or expenses including reasonable attorneys’ fees arising out of or relating to: (a) Your Content or your use of the Service; (b) your violation of any provision of these Terms or any policy referenced herein such as the Acceptable Use Policy; (c) your violation of any applicable law or regulation in connection with your use of the Service for example, if you use Convoia Chat in a manner that violates anti-spam laws or data privacy laws; (d) any allegation that any information or materials provided by you including Your Content or any communications by you via the chat infringe or misappropriate the intellectual property, privacy, or other rights of any third party; or (e) your interactions with your own customers or website visitors, including any promises or obligations you make to them via the chat.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you without limiting your indemnification obligations. In that event, you agree to cooperate with our defense of such claim and you may not settle any such claim without our prior written consent. Your indemnification obligations will survive any termination of these Terms or your use of the Service.

Term and Termination

• Term: These Terms are effective on the date you first accept them for example, by clicking “I agree” or by using the Service and will continue in effect until terminated by either party as permitted below.
• Termination by You: You may stop using Convoia Chat at any time. If you wish to terminate your account, you may do so by contacting us at Privacy@convoia.com or using any account deletion feature we provide. Termination will be effective once we process your request. If you have a paid subscription, terminating your account will automatically cancel any future renewals of your subscription. Note: simply uninstalling the chat widget from your site without deleting your account does not terminate these Terms – your account and these Terms remain active until you formally terminate or we close your account due to prolonged inactivity.
• Termination or Suspension by Us: We may suspend or terminate your access to Convoia Chat or terminate these Terms with respect to you at any time with or without cause, by giving you notice via email or via the Service. We may do so immediately and without notice if we, in our sole judgment, determine that: (a) you have materially breached these Terms or violated the Acceptable Use Policy for example, posting illegal content or engaging in abusive conduct; (b) you have repeatedly infringed third-party rights or we have received serious complaints about your conduct; (c) you are using the Service in a manner that poses a security or legal risk to us or other users; or (d) you are delinquent on payment for a paid plan and have not cured such non-payment after we provided a reminder. In less urgent situations, we will attempt to provide notice and an opportunity to cure any breach before termination when feasible. We also reserve the right to terminate the Service or your account if we discontinue the Service entirely.
• Effect of Termination: Upon termination of your account or these Terms for any reason, your right to access or use the Service will immediately cease. If your account is terminated or downgraded, we may disable your chat widgets and prevent further logins. You are responsible for exporting any data you need prior to termination. We typically delete or anonymize user account data within a reasonable period following account closure, except as retained in backups or as required for legal compliance. If we terminate your account for violation of these Terms or law, we may also delete Your Content associated with the account, and you will not necessarily be entitled to any refund of fees.

Any provisions of these Terms that by their nature should survive termination such as accrued payment obligations, indemnification, disclaimers, limitations of liability, dispute resolution, and governing law shall survive. Termination does not relieve you of any obligation to pay any outstanding fees or costs accrued up to the date of termination.

If you later wish to reactivate a terminated account, you may contact us, but note that we reserve the right to refuse re-registration if the circumstances of termination warrant e.g., a history of serious violations.

Updates and Changes to the Terms

Convoia may modify these Terms from time to time. Laws and regulations evolve, and our business and Service may change, so we might update the Terms to reflect these changes. When we make material changes, we will notify you by email or by posting a prominent notice within the Convoia Chat dashboard or website. We will also update the “Last Updated” date at the top of this document to indicate the effective date of the revisions.

Unless we state otherwise, changes to these Terms will become effective 30 days after we provide notice or the date of your next login, if we present the updated Terms for acceptance upon login. In some cases, we may require you to actively accept the revised Terms to continue using the Service. If you do not agree to the revised Terms, you must stop using Convoia Chat and may terminate your account as described above. Your continued use of the Service after the effective date of changes constitutes your acceptance of the revised Terms.

For clarity, any dispute that arose before the modification shall be governed by the Terms including the arbitration or dispute resolution provisions in place at the time of the events giving rise to the dispute.

Dispute Resolution and Governing Law

• Governing Law: These Terms and any dispute arising out of or related to them or the Service will be governed by and construed in accordance with the laws of the State of Washington, USA, without regard to its conflict of laws principles. However, if you are a consumer residing outside the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. This governing law provision applies only to the extent permitted by such laws.
• Jurisdiction and Venue: Except where prohibited by applicable law, or as provided below under “Arbitration” (if applicable), you agree that any disputes or claims arising out of or in connection with these Terms or the Service shall be subject to the exclusive jurisdiction of the state or federal courts located in Seattle, Washington, USA. You consent to personal jurisdiction in such courts. We and you waive any objection on the grounds of venue, inconvenient forum, or any similar grounds, and agree that process may be served in the manner authorized by Washington law or international treaties. Notwithstanding this, Convoia retains the right to apply for injunctive remedies (or an equivalent emergency legal relief) in any jurisdiction.
• Arbitration (If User is in the USA): If you are using the Service as a business user in the United States, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved through good-faith negotiation within 30 days shall be settled by binding arbitration administered by the Judicial Arbitration and Mediation Services (JAMS) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator and, by default, will take place in Seattle, Washington, unless you and Convoia agree on a different location or a remote/online process. The arbitrator’s decision and award will be final and binding and may be entered in any court of competent jurisdiction. The arbitrator is empowered to grant any relief that a court could, including injunctive or declaratory relief and attorneys’ fees if provided by law. Each party will bear its own costs and attorneys’ fees, unless the arbitrator finds that a claim was frivolous or brought in bad faith, in which case the arbitrator may award attorneys’ fees to the other party to the extent permitted by law.
• Class Action Waiver: To the extent permitted by law, you and Convoia agree that any arbitration or court proceeding will be conducted on an individual basis only and not on a class, collective, or representative basis. You further agree that you and Convoia are each waiving the right to a trial by jury and the right to participate in or facilitate any class or collective proceeding whether as a plaintiff, class member, or otherwise. No dispute may be consolidated with another without the prior written consent of all parties to all affected disputes. If this class action waiver is found to be unenforceable in a particular case, then the entirety of this Dispute Resolution section (other than the Governing Law provision) shall be null and void with respect to that case.
• Opt-Out: If you are a new user, you can choose to reject the arbitration agreement and class action waiver above by mailing us a written opt-out notice within 7 days of accepting these Terms, to Convoia, Attn: Legal Department Arbitration Opt Out, 600 Broadway Suite 320C, Seattle, WA 98122, USA. The opt-out notice must include your name, address, the email associated with your Convoia Chat account, and an unequivocal statement that you wish to opt out of arbitration and class waiver. Note that the opt-out applies only to you; other users cannot rely on your opt out. Opting out of arbitration will not affect any other parts of these Terms, including the Governing Law or jurisdiction provisions.
• Exceptions: Notwithstanding the foregoing arbitration agreement, either party may choose to bring an individual action in small claims court for disputes or claims within the scope of that court’s jurisdiction. Additionally, claims for injunctive or equitable relief for intellectual property infringement or misappropriation may be brought in court rather than arbitration. This Dispute Resolution section shall survive termination of your account or these Terms.

Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy, Acceptable Use Policy, and any other policies or guidelines incorporated by reference, constitute the entire agreement between you and Convoia regarding the Service, and supersede all prior agreements, understandings, or representations whether written or oral relating to its subject matter. Any additional or different terms proposed by you for example, in a purchase order or email are hereby rejected and will not bind us unless expressly agreed in writing by an authorized representative of Convoia.
• Severability: If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties original intent and economic effect.
• No Waiver: Our failure to enforce any right or provision of these Terms shall not operate as a waiver of that right or provision. A waiver is only effective if in writing and signed by us. Any waiver of any breach of these Terms will not be a waiver of any subsequent breach.
• Assignment: You may not assign or transfer these Terms or your rights or obligations under them, in whole or in part, without our prior written consent. Any attempted assignment in violation of this provision will be null and void. Convoia may assign or transfer these Terms or any of its rights or obligations at any time in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and will use reasonable efforts to notify you.
• Relationship of Parties: You and Convoia are independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship. Neither party has the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as expressly stated herein.
• Third-Party Beneficiaries: There are no third-party beneficiaries to these Terms; the agreement is solely between you and Convoia. Your end-users are not parties to this contract, and you are responsible for your obligations to them. However, our affiliates such as a parent or subsidiary and our service providers are intended third-party beneficiaries of the disclaimers and limitations of liability in these Terms, to the extent those provisions expressly apply to them.
• Export Compliance: The Convoia Chat Service, including any software components, may be subject to United States export control and economic sanctions laws. You agree to comply with all such laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country embargoed by the U.S. currently including, for example, Iran, North Korea, Syria, Cuba, and the Crime a region and that you are not on any U.S. government list of prohibited or restricted parties. You shall not export, re-export, or transfer any part of the Service to any such country or party without appropriate U.S. and foreign government licenses.
• Notices: We may provide notices or communications to you by email to the address associated with your account, through the Service e.g., a notification on your dashboard, or by other means reasonably calculated to inform you. You are responsible for keeping your account email current and for regularly reviewing communications from us. Official legal notices to Convoia such as breach of contract allegations or legal process must be sent to our registered agent or to the following address: Convoia, 600 Broadway Suite 320C, Seattle, WA 98122, USA, Attn: Legal Department. An electronic copy should also be sent to Privacy@convoia.com. Notices will be deemed given (a) in the case of email, when the email is sent provided no bounce-back or error message is received; (b) in the case of Service notifications, the first time you log in after the notice is posted; and (c) in the case of postal mail or courier, upon delivery as confirmed by the delivery service.
• Headings and Interpretation: Section headings in these Terms are for convenience only and do not affect the meaning of any provision. Terms like “including” or “for example” shall be deemed to include the phrase “without limitation.” The word “or” is inclusive meaning “and/or” unless the context clearly dictates otherwise. If these Terms are translated into a language other than English and there is any conflict between the English version and the translated version, the English version will control.

If you have questions about these Terms, please contact us at Privacy@convoia.com. Thank you for reading these Terms and for using Convoia Chat to power your human-driven customer support!