ChatEnable — Terms of Service

Effective date: October 2, 2025

These Terms of Service ("Terms") are a binding agreement between Mikołaj Bońkowski d/b/a ChatEnable ("Company," "we," "our" or "us") and you or the entity you represent ("Customer," "you," or "your"). They govern your access to and use of our services that configure and support OpenAI’s “Instant Checkout” and related integrations (the "Services"). By using the Services, you agree to these Terms.

1. Services; Relationship to OpenAI and Payment Processors

1.1 Integrator role. We provide implementation, configuration, and support to enable your use of OpenAI features (e.g., Instant Checkout) within your applications or workflows. We are not OpenAI, not a payment processor, and not the merchant of record for transactions your end users make.

1.2 Third-party platforms. The Services may interoperate with third-party platforms and tools, including OpenAI products and payment processors (e.g., OpenAI’s designated processors such as Stripe) (collectively, "Third-Party Services"). Your use of Third-Party Services is governed by their own terms and privacy policies, which you must accept and comply with.

1.3 No legal or compliance advice. The Services are technical-implementation services only and do not constitute legal, tax, or compliance advice. You are responsible for ensuring your own compliance (e.g., PCI-DSS, consumer protection, privacy, intellectual property, and platform policies).

1.4 Entity status. Until a separate legal entity is formed, references to "Company," "we," "our," or "us" mean Mikołaj Bońkowski d/b/a ChatEnable operating as a sole proprietorship.

2. Eligibility and Account

2.1 Authority. If you use the Services on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

2.2 Registration. You agree to provide accurate account information and keep it current. You are responsible for safeguarding credentials and for all activities under your account.

3. Customer Responsibilities

3.1 Your content and data. You are solely responsible for: (a) the content, data, and prompts you or your end users supply to OpenAI or to us ("Customer Data"); (b) notices and consents required for using the Services; and (c) your end users’ compliance with applicable terms and laws.

3.2 Acceptable use. You will not misuse the Services, attempt to circumvent security, reverse engineer components, or use the Services in violation of laws or OpenAI policies (including applicable use policies and safety guidelines).

3.3 End-user terms. You will publish and maintain your own terms of sale, refund policy, and privacy disclosures for your end users as required by law and by the Third-Party Services you enable.

4. Our Deliverables; License

4.1 Implementation materials. During the engagement we may provide documentation, configuration files, code snippets, or connectors (collectively, "Deliverables"). Subject to your timely payment, we grant you a non-exclusive, non-transferable, worldwide license to use the Deliverables solely in connection with your internal business and with the Services.

4.2 Feedback. You grant us a non-exclusive, perpetual, irrevocable license to use suggestions or feedback you provide to improve our products and services, without compensation.

5. Fees; Taxes

5.1 Fees. You agree to pay the fees described in an order form, SOW, or online checkout (each, an "Order"). Except as stated in Section 9.3, fees are non-refundable.

5.2 Usage-based charges. Charges from Third-Party Services (e.g., OpenAI usage, payment processing fees) are billed to you directly by those providers unless an Order states otherwise.

5.3 Taxes. Fees are exclusive of taxes. You are responsible for all taxes, duties, and similar charges (excluding our income taxes).

6. Term; Termination; Suspension

6.1 Term. These Terms begin on the Effective Date and continue until terminated.

6.2 Termination for convenience. Either party may terminate these Terms or an Order for any reason with 30 days’ written notice.

6.3 Termination for cause. Either party may terminate immediately if the other party materially breaches and fails to cure within 15 days after written notice.

6.4 Suspension. We may suspend the Services (in whole or part) if: (a) required by law or by a Third-Party Service; (b) you fail to pay undisputed amounts; or (c) we reasonably believe your use poses a security or legal risk.

6.5 Effect of termination. Upon termination: (a) your rights to use the Services and Deliverables (except any perpetual licenses expressly granted) cease; (b) each party returns or deletes the other’s Confidential Information (subject to Section 8.3); and (c) accrued payment obligations survive.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked or should reasonably be understood as confidential.

7.2 Protection. Recipient will use the same care as it uses for its own confidential information (no less than reasonable care) and will not disclose Confidential Information except to personnel and contractors with a need to know and under confidentiality obligations at least as protective as these Terms.

7.3 Permitted retention. Recipient may retain copies as required by law, regulation, or standard archival practices, provided continuing confidentiality protections apply.

8. Data Security; Processing

8.1 Security. We implement reasonable administrative, technical, and physical safeguards designed to protect Customer Data in our possession.

8.2 Processors and transfers. We may use subprocessors to provide the Services. You authorize cross-border transfers of Customer Data to the United States and other locations where we or our subprocessors operate, consistent with applicable law.

8.3 Data Processing Addendum (DPA). If we process personal data on your behalf as a processor, the DPA in Appendix A is incorporated by reference.

9. Warranties; Disclaimers

9.1 Mutual. Each party represents it has the authority to enter into these Terms.

9.2 Our warranty. We warrant that the Services will be provided in a professional and workmanlike manner.

9.3 Remedies. For material breach of the foregoing warranty, your exclusive remedy is re-performance of the Services or, if we cannot re-perform, a refund of fees paid for the non-conforming Services.

9.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT CONTROL OR GUARANTEE THE AVAILABILITY, ACCURACY, OR PERFORMANCE OF THIRD-PARTY SERVICES (INCLUDING OPENAI PRODUCTS AND PAYMENT PROCESSORS).

10. Limitation of Liability

10.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

10.2 Exclusion. WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3 Carve-outs. The foregoing limitations do not apply to your payment obligations, your breach of Section 7 (Confidentiality) or 11 (IP), or either party’s willful misconduct.

11. Intellectual Property

11.1 Ownership. As between the parties: (a) you own Customer Data; (b) we own the Services and our pre-existing materials; and (c) we own any improvements, derivative works, or learnings arising from providing the Services (excluding Customer Data and your pre-existing IP).

11.2 Trademarks. Each party retains all rights to its names, logos, and trademarks. Use of OpenAI trademarks must comply with OpenAI’s brand guidelines.

12. Indemnification

12.1 By you. You will defend and indemnify us against claims arising from: (a) your Customer Data; (b) your use of the Services in violation of these Terms or law; or (c) disputes with your end users, including transactions, refunds, and product liability.

12.2 By us. We will defend and indemnify you against third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party’s U.S. IP rights. If the Services are enjoined, we may modify, replace, or refund unused fees for the enjoined portion.

12.3 Procedure. Indemnification requires prompt notice, sole control by the indemnifying party, and reasonable cooperation.

13. Dispute Resolution; Governing Law

13.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law rules.

13.2 Arbitration; class waiver. Any dispute shall be resolved by binding arbitration administered by JAMS under its Streamlined Rules. Class actions and class-wide arbitrations are waived. Either party may seek injunctive relief in a court of competent jurisdiction.

13.3 Venue. For any permitted court proceedings, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction, and both parties consent to personal jurisdiction there.

14. Miscellaneous

14.1 Order of precedence. If there is a conflict between these Terms and an Order or DPA, the Order or DPA controls, then these Terms.

14.2 Assignment. You may not assign these Terms without our written consent; we may assign in connection with a merger, acquisition, or sale of assets.

14.3 Notices. Legal notices must be sent to: [email protected] and to your primary email on file. Notices are deemed given when received.

14.4 Entire agreement. These Terms, the DPA, and all Orders are the entire agreement and supersede prior agreements about the Services.

14.5 Amendments. We may update these Terms prospectively by posting a revised version and updating the Effective Date. Material changes will be notified to account contacts at least 15 days before effectiveness.

Appendix A — Data Processing Addendum (Controller → Processor)

A1. Roles. For Customer Personal Data that we process on your behalf in providing the Services, you are the controller and we are the processor under applicable data protection laws.

A2. Subject matter & purpose. Implementation, configuration, and support of OpenAI integrations and related Services.

A3. Duration. For the Term of the Services and as otherwise required by law.

A4. Types of data & subjects. Contact data for your staff; limited technical logs; configuration metadata; and any end-user data you choose to send to us for support (discouraged). Data subjects may include your personnel and end users.

A5. Processor obligations. We will: (a) process only on documented instructions; (b) keep data confidential; (c) implement appropriate security measures; (d) assist with data subject requests and security incidents; (e) return or delete data at termination; and (f) flow down obligations to subprocessors.

A6. Subprocessors. We may engage subprocessors with notice available upon request. You may object on reasonable grounds.

A7. International transfers. Where required, we rely on appropriate safeguards (e.g., Standard Contractual Clauses) for transfers.

A8. Audits. Upon reasonable written request, we will provide information necessary to demonstrate compliance and allow for audits no more than annually, subject to confidentiality and reimbursement of reasonable costs.

Minimum Term

  Subscriptions have a minimum term of two (2) months starting on the service start date.
  You may cancel any time after the minimum term; cancellation becomes effective at the end of the current billing period.