CHAVY.AI MASTER TERMS OF SERVICE

1. INTRODUCTION AND ACCEPTANCE OF TERMS

Welcome to Chavy.ai. These Master Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Chavy.ai ("Chavy.ai", "we", "us", or "our"). These Terms govern your access to and use of the Chavy.ai website, platform, APIs, and all associated services (collectively, the "Platform"). By registering an account or otherwise accessing the Platform, you expressly agree to be bound by these Terms. If you do not agree to these Terms, you must strictly cease all use of the Platform immediately.

2. NATURE OF THE HYBRID PLATFORM AND VENUE DISCLAIMER

2.1. The Dual-Model Architecture. Chavy.ai operates a hybrid digital ecosystem consisting of two distinct operational models. By using the Platform, Users acknowledge that Chavy.ai acts strictly as an intermediary venue for both models:

• Model A: The OaaS Storefront (Software Marketplace). Similar to a digital application store, this model allows independent third-party developers ("Developers") to list, distribute, and monetize ready-made or customizable software solutions, digital assets, and Outcome-as-a-Service (OaaS) applications to end-clients ("Clients").
• Model B: The Freelance Exchange (Talent Marketplace). Similar to a gig-economy platform, this model facilitates direct connections between Clients and Developers for custom, project-based freelance development, consulting, API integration, and bespoke services.

2.2. Platform as a Passive Venue. Regardless of whether a Client engages with Model A or Model B, Chavy.ai’s role remains strictly that of a passive digital venue and facilitator. We provide the infrastructure for matchmaking, hosting listings, and processing payments. We are not a party to any agreement, contract, or transaction between the Client and the Developer.

2.3. Total Disavowal of Agency and Employment. Under neither Model A nor Model B shall Chavy.ai be construed as a buyer, seller, employer, principal, agent, joint venturer, or software manufacturer. Developers retain absolute autonomy over their source code, working hours, pricing models, and service execution.

2.4. Separation of Liabilities.

• In Model A, the Developer is the sole manufacturer and publisher of the software. Chavy.ai disclaims all product liability, intellectual property, and warranty claims related to the software's performance, algorithms, or uptime.
• In Model B, the Developer is an independent contractor. Chavy.ai disclaims all vicarious liability for the Developer's negligence, failure to deliver, or breach of confidentiality.

3. USER ACCOUNTS AND VERIFICATION

3.1. Eligibility. To use the Platform, you must be at least eighteen (18) years of age and capable of forming legally binding contracts. Corporate representatives warrant they possess the authority to bind their entity to these Terms.

3.2. Account Security. You are responsible for safeguarding your account credentials. You must immediately notify Chavy.ai of any unauthorized use. Chavy.ai is not liable for any loss arising from your failure to maintain account security.

3.3. Identity Verification (KYC/KYB). To comply with global Anti-Money Laundering (AML) laws, we reserve the right to request identification documents, corporate registration details, and beneficial ownership information. Failure to provide such information may result in account suspension.

4. PAYMENTS, ESCROW, AND NON-CIRCUMVENTION

4.1. Payment Processing and Fees. Chavy.ai charges service fees for utilizing the Platform as detailed on our fee schedule page. All financial transactions are processed through authorized, licensed third-party payment gateways and international payment processors. Chavy.ai does not directly store full credit card or bank account numbers on its internal servers.

4.2. Funds Routing. For Model B (Freelance) transactions, funds may be held pending project milestone approval. Chavy.ai relies strictly on authorized third-party payment processors for fund holding and routing and does not possess or hold user funds directly. Chavy.ai does not act as a bank, Money Service Operator (MSO), or financial institution.

4.3. Taxes. Developers and Clients are solely responsible for determining, collecting, reporting, and remitting any applicable taxes (including VAT, GST, or sales taxes). Chavy.ai acts merely as an intermediary and disclaims all tax liability for third-party transactions.

4.4. Non-Circumvention. For a period of twenty-four (24) months after a Client identifies a Developer through the Platform, the Client and Developer agree to use the Platform as their exclusive method to request, make, and receive all payments for work directly or indirectly arising from that relationship. Attempting to bypass Platform fees by transacting off-platform is a material breach of these Terms, resulting in immediate permanent account termination and potential legal damages.

5. VETTING, SECURITY, AND THE "GOOD SAMARITAN" DISCLAIMER

5.1. Voluntary Investigations. In strict alignment with Article 7 of the EU Digital Services Act (Regulation (EU) 2022/2065) and global safe harbor doctrines, Chavy.ai may, in its sole discretion, conduct initial onboarding assessments, code reviews, voluntary own-initiative investigations, and selective post-onboarding quality checks on Developers and their OaaS offerings.

5.2. No Warranty of Security or Legal Compliance. Any vetting or testing performed by Chavy.ai is for internal platform hygiene only and does NOT constitute an endorsement, certification, or warranty. Chavy.ai explicitly disclaims any representation that a Developer’s software, API, or services are safe, secure, free from vulnerabilities, GDPR/CCPA compliant, or fit for a particular purpose. The ultimate responsibility for assessing security, data protection capabilities, and software safety rests entirely with the Client.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Platform IP. Chavy.ai retains all rights, title, and interest in and to the Platform infrastructure, branding, databases, and matchmaking algorithms.

6.2. User Content. Users retain ownership of their uploaded portfolios and specifications. By uploading content for public display, Users grant Chavy.ai a worldwide, royalty-free license to display such content solely for platform operations and marketing.

6.3. Developer-Client IP Transfer. The intellectual property rights regarding the OaaS software licenses or freelance deliverables shall be governed strictly by the bilateral agreement, EULA, or standard contractual clauses executed directly between the Developer and the Client.

7. DISCLAIMER OF WARRANTIES

7.1. "As-Is" Provision. The Chavy.ai Platform is provided on an "AS-IS" and "AS-AVAILABLE" basis. Chavy.ai expressly disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability and fitness for a particular purpose.

7.2. Third-Party Disclaimer. Chavy.ai makes no warranties regarding the accuracy, security, or legal compliance of any third-party content, OaaS software, or freelance services. Any reliance upon such third-party services is at the Client’s sole risk.

8. LIMITATION OF LIABILITY

8.1. Exclusion of Consequential Damages. To the fullest extent permitted by law, Chavy.ai, its directors, employees, and affiliates shall not be liable for any indirect, consequential, incidental, special, or punitive damages (including loss of profits, loss of data, loss of source code, or business interruption) arising out of or in connection with the Platform, OaaS software, or freelance services.

8.2. Liability Cap. In no event shall Chavy.ai’s aggregate liability exceed the greater of: (a) the total platform fees actually retained by Chavy.ai from the specific transaction giving rise to the claim during the prior twelve (12) months; or (b) One Hundred United States Dollars ($100.00 USD).

9. MUTUAL INDEMNIFICATION

9.1. Developer Indemnification. Developers agree to indemnify, defend, and hold harmless Chavy.ai from claims arising out of: (a) their OaaS software, code, or services (including product liability, software defects, or data breaches); (b) intellectual property infringement; (c) failure to comply with employment, tax, or data privacy laws; and (d) any dispute with a Client.

9.2. Client Indemnification. Clients agree to indemnify and hold harmless Chavy.ai from claims arising out of: (a) their use of the platform; (b) the provision of proprietary data to a Developer; and (c) any dispute with a Developer.

10. P2B REGULATION COMPLIANCE AND TERMINATION

10.1. Modification of Terms. In compliance with Regulation (EU) 2019/1150 (P2B Regulation), we reserve the right to amend these Terms. Business users will receive at least fifteen (15) days' prior written notice via email before material modifications take effect, allowing them to terminate their account if they disagree.

10.2. Suspension/Termination. Chavy.ai may restrict or terminate a user's access for material breach, fraud, or circumventing payment systems. Business users will be provided with a Statement of Reasons thirty (30) days prior to termination, subject to legal and security exceptions.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. Jurisdiction and Governing Law. For all commercial and B2B disputes, these Terms shall be governed by the laws of the jurisdiction where Chavy.ai’s primary operating entity is incorporated, without giving effect to any conflict of law principles.

11.2. Dispute Resolution. Any legal proceedings, arbitration, or suits shall be instituted exclusively in the competent courts located in the jurisdiction of Chavy.ai's incorporation. Users waive any objections to such jurisdiction or venue.

11.3. Consumer Protection Carve-out. If the Client qualifies strictly as a consumer under EU/EEA law, nothing herein shall deprive them of the mandatory consumer protection provisions of their country of habitual residence.

11.4. Class Action Waiver. All claims must be brought in the user’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

12. GENERAL PROVISIONS

If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect. These Terms constitute the entire agreement between you and Chavy.ai regarding the use of the Platform, superseding all prior agreements.