Chat Odyssey Terms of Service

This Terms of Service (hereinafter referred to as the "Terms of Service") is entered into by and between "Origns Inc." (the "Company") and users of the Chat Odyssey application (the "Service"). WHEREAS, the Company operates Chat Odyssey, an application providing texting, calling, AI-powered call receptionists, and AI outbound calls, and WHEREAS, the parties wish to update the Terms of Service to reflect enhancements to disclaimers, limitation of liability, service guarantees, authorization hold provisions, cancellation and restoration procedures, and ongoing billing policies; and WHEREAS, these updates are intended to comply with applicable U.S. laws and regulations governing SaaS, telecom, credit card processing, and consumer billing practices; and WHEREAS, the Company aims to ensure users understand the limitations, risks, and operational processes associated with the Service.

NOW, THEREFORE, these Terms of Service are hereby updated and shall become effective as of October 15, 2025, and shall remain in effect until terminated in accordance with the provisions herein.

1. Agreement To Terms

By accessing or using the Service, the User agrees to be bound by these Terms of Service and all conditions, obligations, and policies referenced herein. These Terms of Service constitute a legally binding agreement between the User and the Company, and the User's use of the Service is expressly conditioned upon compliance with these Terms.

These Terms of Service are effective as of the Effective Date stated above and supersede all prior agreements or understandings, whether written or oral, relating to the Service. In the event of any inconsistency between these Terms of Service and any previous version, the provisions of these Terms of Service shall prevail.

The User acknowledges and agrees that continued access to or use of the Service after the Effective Date, and after any subsequent update to these Terms of Service, constitutes the User's acceptance of the then-current Terms of Service. If the User does not agree to the updated Terms, the User must discontinue use of the Service immediately and follow the cancellation procedures outlined in Section 7: Cancellation and Restoration of Configuration.

The User further acknowledges that the Company may modify these Terms at its sole discretion and agrees to review the Terms periodically to remain informed of any updates or modifications. The Company will make reasonable efforts to notify Users of material changes; however, it is ultimately the User's responsibility to stay informed.

2. Service Description

Chat Odyssey, offered by Origns Inc., is a comprehensive communication application that provides users with robust texting, calling, AI-enabled call receptionists, and AI-powered outbound calling functionalities. The Service is designed to bring together the capabilities of traditional telecom systems with advanced AI technologies, ensuring efficient and effective communication. Chat Odyssey's features can be integrated with or depend on a variety of third-party telecom or Software as a Service (SaaS) providers to deliver high-quality and reliable services. These integrations are crucial for seamless operation and user experience. For more details about the third-party providers and integrations, please refer to Clause 15: Third-Party Providers and Integrations.

3. Eligibility And Account Registration

To access and use the Service, Users must meet certain eligibility criteria and follow the account registration process as outlined below:

a. Eligibility Requirements:

1. Users must be at least 18 years old to register for an account. Users under the age of 18 are not permitted to use the Service.
2. Business customers must ensure that their representatives registering for an account are authorized to bind the business to these Terms.
3. Users must provide accurate and verifiable personal or business information as requested during the registration process.
4. The Service is available to Users who comply with all applicable U.S. laws and regulations.
5. Users must not be previously banned or terminated from using the Service for any violation of these Terms.

b. Account Registration Process:

1. Users must complete the registration form by providing all required information, including but not limited to, full legal name, email address, contact number, and payment information.
2. Users must create a secure password and agree to keep their account and password confidential. Users are responsible for all activities that occur under their account.
3. The Company reserves the right to verify the information provided by Users and may request additional documentation to confirm eligibility.
4. Upon successful registration, Users will receive a confirmation email, and their account will be activated.
5. The Company reserves the right to reject any registration request at its sole discretion without providing any reason.

c. Account Maintenance:

1. Users must keep their account information up-to-date and notify the Company of any unauthorized use of their account.
2. The Company reserves the right to suspend or terminate accounts for any suspicious or fraudulent activity.
3. Users must not share their account details with any third party without the Company's prior written consent.

4. Subscription And Billing

Subscribers are liable for timely payment of subscription fees as outlined at the time of account creation. These fees will be billed in accordance with the predetermined billing cycle of the Service. To ensure continuous access to the Service, users must maintain their payment information up to date and ensure sufficient funds are available to cover the subscription fees.

Subscription payments are recurrent and will be automatically renewed each billing cycle unless the user cancels the subscription prior to the renewal date. If a user fails to cancel their subscription by deactivating all relevant configurations (including but not limited to active lines, call forwarding, numbers, and integrations), Origns Inc. will continue billing for the subscription. Users remain responsible for the payment of any accrued subscription dues, even if a credit card on file fails to process the payment, as subscriptions will not auto-cancel due to payment failures.

For details about refunds, charge disputes, and our no refunds policy, please refer to Clause 13.

Additional charges may apply if users exceed allotted usage or subscribe to supplementary features and services. Users authorize Origns Inc. and its payment processor to store, process, and automatically charge the provided payment method for all subscription-related fees.

To avoid any service interruptions, it is recommended that users monitor their subscription and billing statuses regularly through their Account Settings.

5. Promotional Offers

From time to time, ChatOdyssey ("the Company") may make promotional pricing or discounts available to new or existing customers. The New Customer Offer for the ChatOdyssey Monthly Plan provides eligible new subscribers with a discounted rate of $9.99 per month for the first three (3) consecutive billing cycles, after which the subscription will automatically renew at the then-current standard monthly rate of $19.99 per month, unless canceled by the customer prior to renewal.

For weekly plans, promotional pricing applies only to the first four (4) consecutive weeks of service. Beginning with the fifth (5th) week, the subscription will automatically renew at the then-current standard rate of $14.99 per week, unless canceled or modified beforehand.

This promotional offer is available only to new customers who have not previously subscribed to any paid ChatOdyssey plan. The offer is non-transferable, has no cash value, and may not be combined with other promotions, credits, or discounts unless expressly stated by the Company.

ChatOdyssey reserves the right to modify, suspend, or terminate any promotional offer at any time, for any reason, without prior notice. The duration, eligibility, and pricing of the offer are subject to change at the Company's sole discretion. Continued use of the Service after the promotional period constitutes acceptance of the then-current standard rate and applicable Terms of Service.

6. Authorization Hold Policy

Authorization Holds may be implemented on user accounts for both business and individual (consumer) users for a period not exceeding thirty (30) days. These holds are applied to validate the availability of funds, secure initial or recurring Subscription payments, and ensure the integrity of the Billing process, as detailed in Clause 4: Subscription and Billing. During this period, the authorized amount is reserved and may reduce the available credit or balance of the payment account, even if the funds are not actually withdrawn. Users will be notified when an Authorization Hold is placed, including the hold amount and expected duration. The Company shall comply with applicable U.S. laws, state/federal consumer billing laws, and credit card processing rules regarding the application and management of Authorization Holds.

7. Cancellation And Restoration Of Configuration

To cancel a Subscription, Users must adhere to the following procedures and requirements. Firstly, Users are required to deactivate active lines, call forwarding, numbers, and any integrations associated with the Service. All phone numbers must be rendered inactive prior to initiating the cancellation process. Origns Inc. performs a verification process to ensure the completion of these steps by requiring the deactivation of all configurations before allowing cancellation to proceed. It is important to note that billing will continue until all proper deactivation steps and the cancellation process are successfully completed. A cancellation is considered effective only when all lines, forwarding services, and numbers have been confirmed inactive by Origns Inc. Furthermore, if a User fails to restore configuration by adequately deactivating all necessary services, billing will continue irrespective of the cancellation request. In instances where the User's credit card fails to process payment, dues will continue to accrue until the User actively takes steps to cancel the Subscription. There will be no automatic cancellation for failed payments. Upon cancellation, Users will lose access to the Chat Odyssey platform, except for those subscribed to the archive plan as detailed in Clause 8: Archive Plan Access.

8. Archive Plan Access

The Archive Plan permits users to access limited features of the Chat Odyssey platform subsequent to the cancellation of their primary subscription. Users who transition to the Archive Plan will be able to: (a) maintain access to their historical data and message logs; (b) utilize basic account management tools; and (c) preserve their account configuration for potential reactivation of full service. Notwithstanding the Archive Plan, non-archive users shall lose all platform access immediately upon subscription cancellation. To enroll in the Archive Plan, users must adhere to the following conditions: (i) the cancellation request must be explicitly stated, including Archive Plan activation; (ii) applicable fees for the Archive Plan must be current and paid in full; and (iii) compliance with all applicable provisions of these Terms of Service must be maintained. The Company reserves the right to modify or terminate the Archive Plan at any time, with notice provided in accordance with the Modification of Terms section.

9. Service Interruptions, Service Guarantee, & Disclaimers

The Primary Party does not guarantee uninterrupted access to the Service. Any expected or unexpected interruptions in the provision of the Service, including those resulting from maintenance, technical failures, or issues caused by Third-Party Providers, shall not render the Primary Party liable for any damages or losses. The Service is provided on an 'as is' and 'as available' basis without any guarantees regarding outcomes or performance from the use of texting, calling, AI-powered call receptionists, or AI outbound calls. The Primary Party explicitly disclaims any warranties related to specific results or success metrics users might expect from utilizing the Service. Users should not expect the Service to meet any particular outcomes or needs. Disclaimers pertaining to these aspects are further defined in Clause 10: No Warranties and Limitation of Liability and Clause 11: AI Feature Limitations and Disclaimers. Additionally, the Primary Party is not responsible for any loss of access to the Service following cancellation, except where noted under the Archive Plan defined in Section 8: Archive Plan Access.

10. No Warranties And Limitation Of Liability

The User expressly acknowledges and agrees that the use of the Service is at their own risk. The Company provides the Service on an 'as is' and 'as available' basis, with no warranties whatsoever, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. The Company, its affiliates, and Third-Party Providers make no guarantees, representations, or warranties regarding the reliability, timeliness, quality, suitability, truth, availability, accuracy, or completeness of the Service, and do not warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Service will meet User's requirements or expectations, or (c) any stored data will be accurate or reliable. Specifically, the Company disclaims any warranties related to the performance or operational capabilities of texting, calling, AI telecom, or SaaS services offered by the Service.

In no event shall the Company be liable to the User for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to, lost profits, lost business opportunities, business interruptions, or any other form of pecuniary loss arising out of the use or inability to use the Service, or any errors or omissions in the Service's operations, whether caused by the Company, Third-Party Providers, or any other contributing factors, even if the Company has been advised of the possibility of such damages. Furthermore, the Company shall not be liable for any damages resulting from loss of data, service interruptions, or reputational harm.

To the maximum extent permitted by applicable law, the total liability of the Company, its affiliates, and Third-Party Providers, in aggregate for any and all claims under these Terms of Service, shall not exceed the amounts actually paid by the User to the Company in the twelve months preceding the claim. This limitation of liability shall apply regardless of the form of action, whether in contract, tort, strict liability, or any other form of legal theory.

11. AI Feature Limitations And Disclaimers

The Service utilizes AI-powered features to provide automated decisions, guidance, and information to Users. However, Users acknowledge and agree that these AI-powered features come with inherent limitations, including but not limited to the accuracy, completeness, and dependability of the information or decisions rendered by the AI. The Company disclaims any liability arising from actions taken by Users based on the outputs of the AI features. Users should not expect guaranteed outcomes or results from the usage of these AI features, and should exercise their own judgment and discretion before relying on such information. No warranties or representations of any kind are made regarding the accuracy, reliability, or performance of the AI outputs. Users acknowledge that their use of the AI-powered features is at their own risk. It is also noted that the Company shall not be held responsible for any consequences that may arise from any inaccuracies or errors in the AI-powered outputs. For further details on limitations of liability and non-warranty provisions, Users should refer to Clause 10: No Warranties and Limitation of Liability.

12. User Conduct And Misuse

Users of the Service are expected to conduct themselves in a respectful and lawful manner while using all features and functionalities provided by Chat Odyssey. The following expectations and restrictions apply to Users' conduct:

• Respect the Rights of Others: Users must not harass, threaten, or engage in any behavior that infringes upon the rights, privacy, or safety of others. This includes, but is not limited to, sending unsolicited or inappropriate messages, making abusive calls, or using the AI-powered features in a harmful manner.
• Compliance with Laws: Users must comply with all applicable local, state, national, and international laws and regulations when using the Service, including those related to data privacy, telecommunications, and consumer protection.
• Prohibited Activities: Users are expressly forbidden from using the Service for any illegal or unauthorized purposes, including but not limited to: unauthorized access to other users' accounts, distributing malware or any harmful software, performing fraudulent activities, and engaging in or promoting any kind of abusive or offensive behavior.
• No Expectation of Guaranteed Outcomes: Users must acknowledge that the Service is provided on an 'as is' basis, with no guarantee of specific outcomes or results. Users should adjust their expectations accordingly, and recognize that outcomes may vary based on several factors beyond the Company's control (See Clause 9: Service Interruptions, Service Guarantee, & Disclaimers).
• Liability for Misuse: Users are solely responsible for their conduct while using the Service, and they agree to indemnify and hold harmless the Company from any claims, damages, or liabilities arising from their misuse of the Service. The Company reserves the right to terminate or suspend a User's access to the Service without prior notice in cases of serious or repeated misconduct.

By adhering to these standards, Users contribute to a positive and safe environment for all participants in the Chat Odyssey community.

13. Emergency Services Disclaimer

The Service provided by the Company, known as Chat Odyssey, is not designed to support or provide emergency communications of any kind, including but not limited to medical, safety, or urgent matters. Users are expressly advised not to rely on the Service in situations where immediate assistance or emergency services are required. The Company shall not be liable for any loss, damage, or negative outcome arising from the use of the Service in scenarios necessitating emergency intervention. Users should ensure they have access to conventional emergency communication platforms to handle such situations.

14. Refunds, Charge Disputes, And No Refunds Policy

The primary party, Origns Inc., enforces a strict no-refunds policy regarding the use of the Chat Odyssey service. This policy applies under all circumstances, including but not limited to scenarios where the User experiences a loss of access during the restoration process as outlined in Clause 7: Cancellation and Restoration of Configuration. Origns Inc. will continue to bill the User for the Service until the User completes the cancellation process as specified in the aforementioned clause. In the event a User disputes a charge, the following procedures must be adhered to:

1. Users must submit a formal charge dispute request in writing, providing all relevant details including the nature of the dispute and any supporting documentation.
2. Dispute requests must be received within 30 days of the charge being disputed.
3. Origns Inc. will review the dispute and respond within 45 days of receipt. The decision of the Company after the review will be final.

Users are advised to carefully review their subscription and billing terms provided in Clause 4: Subscription and Billing, as well as to ensure their compliance with all procedural requirements to avoid unnecessary charges and ensure smooth dispute resolution.

Origns Inc reserves the right to send to collections any payment that was charged back after the user has used the service. Use of the service includes, but is not limited to, being assigned a phone number, sending or receiving text messages, making or receiving calls, sending or receiving emails, or any other activity that demonstrates active use of the platform. By initiating a chargeback after using our services, you acknowledge that you may be subject to collection proceedings for the disputed amount plus any associated fees and costs.

15. Continued Billing And Access Post-Cancellation

Users are responsible for ensuring they complete the cancellation or restoration of their subscription to prevent continued billing and possible access interruptions. If a user initiates cancellation but fails to finalize the process, Origns Inc. will continue billing the user until the subscription is fully deactivated. Users must confirm that all configurations are restored or deactivated to halt billing. In the event of credit card failures or declined payments, charges will continue to accrue until the user actively cancels the subscription; there will be no automatic cancellation by Origns Inc. due to payment issues. Should there be any continued billing during the period of restoration or incomplete cancellation, no refunds will be issued as stated in Clause 14: Refunds, Charge Disputes, and No Refunds Policy. Once a subscription is cancelled, access to previously accrued services, including the Archive Plan, will be terminated unless provisions within Clause 8: Archive Plan Access stipulate otherwise.

16. Third-Party Providers And Integrations

The Company relies on third-party providers, including but not limited to telecom companies and SaaS providers, to support and deliver various functionalities of the Service. These providers may be necessary for the execution of texting, calling, AI-powered call receptionists, and AI outbound calls. While the Company makes diligent efforts to ensure the reliability and quality of these providers, the following conditions apply regarding Third-Party Providers and Integrations:

1. The performance and availability of the Service may be influenced by the actions or omissions of third-party providers.
2. The Company is not responsible for and does not warrant the performance, accuracy, or reliability of any services provided by third-party providers.
3. Any interruption or failure caused by third-party providers is subject to the limitations of liability and disclaimers set forth in Clause 9: Service Interruptions, Service Guarantee, & Disclaimers and Clause 10: No Warranties and Limitation of Liability of these Terms of Service.
4. The Company's responsibility for any loss or damage resulting from the actions or inactions of third-party providers is strictly limited as outlined in the aforementioned clauses.
5. By using the Service, you acknowledge and agree that the Company may change its third-party providers without notice, if deemed necessary for the optimization and enhancement of the Service.

17. Geographic, Network, And Usage Restrictions

The User acknowledges and agrees that certain features or the entirety of the Service may be partially or fully unavailable based on the User's geographic location, network environment, device configuration, or method of accessing the Service. This includes, but is not limited to:

• Use of VPNs, proxies, anonymizers, Tor, relay networks, or any technology that obscures or alters true network origin;
• Use of the Service from countries, territories, or jurisdictions that are restricted, high-risk, or unsupported by the Company or its third-party telecom providers;
• Use of the Service in a manner that triggers telecom carrier filtering, blocks, or fraud-prevention measures;
• Use of phone numbers, messaging, or calling features in a way inconsistent with permitted use policies set forth in these Terms.

The User further acknowledges that these geographic, network, and usage-based limitations are normal and expected for telecom and virtual-number services operating on global carrier infrastructure, and that service availability is dependent in part on factors outside the Company's control.

Prohibited Access Methods

Accessing or attempting to access the Service using any of the following is strictly prohibited and constitutes a violation of these Terms:

• VPNs or proxy services designed to alter geographic origin
• Hosting providers, cloud networks, data centers, or non-residential IP addresses
• Countries subject to telecom restrictions, embargoes, carrier blocks, or operational limitations
• Any configuration used to evade carrier screening, fraud controls, or identity verification requirements

No Guarantee of Availability

The Company expressly does not guarantee that the Service will function in all countries, on all networks, or under all internet configurations. Service performance may vary based on:

• local carrier rules and filtering
• international routing limitations
• regulatory restrictions
• network congestion
• device or browser limitations
• user-initiated network masking (VPN, proxy, Tor, etc.)

Violation of These Restrictions

Use of the Service in a prohibited manner may result in:

• degraded or unavailable messaging or calling functionality
• temporary or permanent account suspension
• forfeiture of numbers or credits
• denial of future access to the Service

No Refunds for Unavailable Service Due to Restrictions

The User acknowledges and agrees that no refunds, credits, or prorated adjustments will be issued in any circumstance where service functionality is impaired or unavailable due to:

• use of VPNs, proxies, or anonymizing technologies
• use of the Service from unsupported countries or territories
• customer network configurations that impede proper service routing
• actions by third-party carriers, regulators, or fraud-prevention systems
• failure of the Service to operate due to the User's misuse, network conditions, or prohibited access methods

By using the Service, the User accepts full responsibility for ensuring compliant usage in supported regions and under permitted network conditions.

18. Compliance With Laws

The Company affirms its commitment to comply with all applicable laws and regulations in the United States, governing the telecommunication services, Software as a Service (SaaS) offerings, billing, credit card processing, and consumer protection. This includes, but is not limited to, adherence to the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), Federal Communications Commission (FCC) regulations, the General Data Protection Regulation (GDPR) where applicable, and other relevant state and federal laws. The Company shall take all necessary steps to ensure that its practices in providing the Service, from customer onboarding to billing and data handling, align with these legal requirements. The Company shall regularly review and update its compliance protocols to address any changes in these laws and regulations. Failure to comply with these obligations will result in appropriate actions to rectify any instances of non-compliance as promptly as possible.

19. Indemnification

The User agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. The User's breach of any terms of the Terms of Service;
2. The User's misuse or unauthorized use of the Service;
3. The User's violation of any third-party rights, including but not limited to intellectual property rights, privacy rights, or proprietary rights;
4. Any claim that the User's content caused damage to a third party.

This indemnification obligation will survive the termination or expiration of the Terms of Service and your use of the Service.

20. Class Action Waiver and Arbitration

YOU AND CHAT ODYSSEY EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION. NEITHER YOU NOR ANY OTHER CUSTOMER CAN BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR OTHERWISE PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING AGAINST CHAT ODYSSEY.

20.1. Claims Subject to Arbitration

You and Chat Odyssey agree to arbitrate all disputes and claims between us that arise out of, relate to, or are associated with the Services, the Sites, or Chat Odyssey. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to, all claims arising out of any aspect of our relationship, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that arose either before or during this or any prior agreement, or that may arise after termination of these T&Cs, including claims and disputes concerning the T&Cs, our Services, our privacy notice, our privacy or data security practices, marketing practices, or claims involving the security, transfer, or use of data about you. It also includes claims under any state, federal or local law, unless expressly prohibited. By agreeing to resolve disputes through arbitration, you and Chat Odyssey each agree to unconditionally waive the right to a trial by jury or to participate in a class action, representative proceeding, or private attorney general action. In addition, you may bring any issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.

20.2. Pre-Arbitration Notice and Informal Settlement Conference

20.2.1.

If either of us intends to seek arbitration under this agreement, the party seeking arbitration must first notify the other party of the dispute in writing at least 60 days in advance of initiating the arbitration. Notice to Chat Odyssey should be sent to [email protected] or mailed to: Chat Odyssey, Attn: Legal/Notice of Dispute, 169 Madison Ave, Ste 2938, New York, NY 10016. The notice must include enough information to allow us to identify your account as well as to assess and attempt to resolve your claim, including the name of the account holder, the mobile telephone number at issue, a description of the claim, the specific facts supporting the claim, the damages you claim to have suffered, and the relief you are seeking. The notice requirement is designed to allow Chat Odyssey to make a fair, fact-based offer of settlement if we choose to do so. You cannot proceed to arbitration unless you provide this information. You and we agree that neither of us may commence any arbitration or court proceeding unless we are unable to resolve the claim(s) within 60 days after receipt of the Notice of Dispute, provided the party who sent the Notice of Dispute has made a good faith effort to resolve the claim during that time. You may choose to be represented by an attorney or other person as part of this process, but if you do you must submit a letter authorizing us to discuss your account information with this attorney or other person.

20.2.2.

During the 60-day pre-arbitration notice period, either you or Chat Odyssey may request an individualized discussion (by phone call or video-conference) regarding settlement ("Informal Settlement Conference"). You and Chat Odyssey must work together in good faith to select a mutually agreeable time for the Informal Settlement Conference (which can be after the 60-day period). You and a Chat Odyssey representative must personally participate, unless otherwise agreed in writing. Your and Chat Odyssey's lawyers (if any) also can participate. Any applicable statute of limitations or contractual limitations period will be tolled for the claims and requested relief in the Notice during the "Informal Resolution Period." The Informal Resolution Period is the number of days between the date that the complete Notice (and Authentication and Consent, if required) is received by the other party, and the later of (1) 60 days later or (2) the date the Informal Settlement Conference is completed, if timely requested.

20.2.3.

We may, but are not obligated to, make a written settlement offer any time before the arbitration hearing. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim.

20.3. Commencing Arbitration

An arbitration may be commenced only if you and Chat Odyssey do not reach an agreement to resolve the claim during the Informal Resolution Period. You agree that compliance with the informal resolution process described above is a condition precedent to commencing arbitration or filing a claim in small claims court. A party's failure to satisfy this condition precedent entitles the opposing party to seek immediate dismissal of the arbitration or litigation (where permitted) and the right to seek reimbursement for its costs. If either party elects small claims court, the Dispute will be resolved in that forum and not through arbitration. A court will have the power to enforce this Section 20.3, including the power to enjoin the filing or prosecution of arbitrations without you or Chat Odyssey first providing a fully complete Notice and participating in a timely requested Informal Settlement Conference. To avoid doubt, these requirements are not waived if the parties do not hold a timely Informal Settlement Conference.

20.4. Arbitration Procedure

20.4.1.

The arbitration will be governed by the operative Comprehensive Dispute Resolution Rules and Procedure ("NAM Rules") of National Arbitration and Mediation ("NAM"), as modified by the provisions of these T&Cs, and will be administered by NAM (however, if NAM is unavailable or unwilling to administer arbitrations consistent with this arbitration agreement, another arbitration administrator shall be selected by the parties or, if the parties cannot agree on a provider, by the court). The NAM Rules and fee information are available from NAM online at www.namadr.com.

20.4.2.

The arbitrator shall be a lawyer with at least 10 years of litigation experience or a retired judge. The parties agree to and are bound by the terms of this arbitration agreement. All issues are for the arbitrator to decide, except that a court must decide issues relating to whether claims can or must be arbitrated, as well as other issues that this arbitration agreement specifies that a court shall decide.

20.4.3.

If your claim is for $5,000 or less, you or we may elect for the arbitration to be conducted solely based on documents submitted to the arbitrator as set forth in the NAM Rules. If your claim exceeds $5,000, any hearings will take place virtually unless the parties agree otherwise, or the arbitrator determines that an in-person hearing is necessary. Any in-person arbitration shall take place at a location that the parties or NAM selects in the state of your primary residence.

20.4.4.

During the arbitration, the amount of any settlement offers must not be disclosed to the arbitrator until after the arbitrator determines the relief, if any, to which you or Chat Odyssey is entitled.

20.4.5.

Unless otherwise agreed by the parties or ordered by the arbitrator, the parties agree to the discovery process as follows: no depositions and limited to the exchange of documents and 10 written interrogatories. Regardless of the way the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator can award the same damages and relief that a court can award under applicable law.

20.5. Arbitration Fees

The NAM Rules will govern the payment of all fees unless applicable law requires a different allocation of fees for this arbitration agreement to be enforceable. If you are unable to pay your share of the NAM fees, and you file an affidavit with NAM evidencing a gross monthly income of less than 200% of the federal poverty lines, or other circumstances demonstrating an inability to pay your fees, Chat Odyssey will pay such costs, so long as you have fully complied with the requirements in Section 20.2. Provided, however, that Chat Odyssey may be entitled to recover any share of the fees it has paid on your behalf if the arbitrator determines that your claim(s) were frivolous or brought for an improper purpose or asserted in bad faith. This Section 20.5 does not apply to fees related to Mass Arbitration, which are covered in 20.6.

20.6. Mass Arbitration

20.6.1.

To increase the efficiency of administration and resolution of arbitrations, you and we agree that if there are twenty-five (25) or more individual arbitration demands of a substantially similar nature filed against us by or with the assistance of the same law firm, group of law firms, or organizations, the parties agree to resolve the claims in staged proceedings. All parties agree that arbitration demands are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario, raise the same or similar legal issues, and seek the same or similar relief.

20.6.2.

In the first stage, claimants' counsel and Chat Odyssey will each select 25 cases (50 cases total) to be filed in arbitration and resolved individually by different arbitrators. If feasible, the arbitrators will be from the respective claimants' home states. If there are fewer than 50 cases, all will be filed in arbitration. In the meantime, no other cases may be filed or proceed in arbitration. Arbitration awards shall have no precedential effect on subsequently administered stages.

20.6.3.

The arbitrators are encouraged to resolve the cases as swiftly as possible thereafter, consistent with fairness to the parties. After the first stage is completed, the parties must engage in a single mediation of all remaining cases, and Chat Odyssey will pay the mediation fee. If the parties cannot agree how to resolve the remaining cases after mediation, they will repeat the process of selecting and filing 50 cases to be resolved individually by different arbitrators, followed by mediation.

20.6.4.

If any claims remain after the second stage, the process will be repeated until all claims are resolved, with four differences. First, a total of 100 cases may be filed in the third and later stages. Second, the cases will be randomly selected by NAM, unless the parties agree otherwise. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional at the election of counsel for the claimants.

20.6.5.

Between stages, counsel will meet and confer regarding ways to improve the efficiency of the staged proceedings, including whether to increase the number of cases filed in each stage. Either party may also negotiate with NAM regarding the amount or timing of NAM fees.

20.6.6.

You and we agree to cooperate in good faith with NAM to implement any steps to minimize the time and costs of arbitration, which may include: (1) increasing or decreasing the number of cases in each stage based on the total arbitration demands filed; (2) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; or (3) the adoption of an expedited calendar of the arbitration proceedings.

20.6.7.

If this subsection applies to a Notice, the Informal Resolution Period for the claims and relief set forth in that Notice will be extended (including the tolling of any applicable statute of limitations or contractual limitations period for the claims and requested relief) until that Notice is selected for a staged proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce this subsection, including by enjoining the mass filing, or the prosecution or administration of arbitrations.

20.6.8.

This subsection and each of its requirements are intended to be severable from the rest of this arbitration provision. If, after exhaustion of all appeals, a court decides that the staging process in this subsection is not enforceable, then the cases may be filed in arbitration and shall proceed in accordance with the NAM Rules. This provision shall not be interpreted as authorizing a class, collective, or mass arbitration or action of any kind or arbitration involving joint or consolidated claims under any circumstances except as expressly outlined in this provision.

20.7. Future Changes to Arbitration Agreement

Notwithstanding any provision in these T&Cs to the contrary, you and Chat Odyssey agree that if Chat Odyssey makes any change to this arbitration provision during the period of time that you are receiving the Services or using the Sites (other than a change to the Notice Email Address), you may reject that change by providing Chat Odyssey with written notice within 14 days of the change to the Notice Address and require Chat Odyssey to adhere to the language in this arbitration agreement. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration agreement.

Opt-Out Right

The User may opt out of this arbitration agreement and class action waiver by sending an email to [email protected] within 30 days of creating their first Chat Odyssey account. The email must include the User's full legal name, the email address associated with the account, and a clear statement that the User chooses to opt out of arbitration ("I am opting out of the arbitration agreement.").

21. Modification Of Terms

The Company reserves the right to revise, modify, or update these Terms of Service at its sole discretion and at any time. Such modifications will become effective immediately upon being posted on the Company's website or through other standard forms of communication used to notify users of the changes. The Company will make reasonable efforts to notify users of any material changes.

BY CONTINUING TO ACCESS OR USE THE SERVICE AFTER UPDATED TERMS HAVE BEEN POSTED, THE USER AGREES TO BE BOUND BY THE REVISED TERMS OF SERVICE.

It is the User's responsibility to review these Terms periodically to stay informed of any updates. Should the User disagree with the updated terms, the User must discontinue use of the Service immediately and follow the cancellation procedures described in Section 7: Cancellation and Restoration of Configuration.

22. Termination

The Company reserves the right to terminate this Agreement or any User account at its sole discretion for any of the following reasons: (a) violation of any terms of the Agreement, including but not limited to misuse of the Service or non-compliance with User Conduct and Misuse policies; (b) non-payment of any fees or charges due under the Agreement; (c) any fraudulent or illegal activities conducted through the User's account; (d) requests by law enforcement or other government agencies as per legal requirements.

Termination Procedures: Upon termination of the Agreement or User account, a corresponding notification will be provided to the User through their registered email address. The User will be given a reasonable opportunity to remedy any breaches of the Agreement prior to termination, if appropriate and at the Company's sole discretion.

Effects of Termination: Upon termination, the User will lose access to the Service, and any data or content associated with the User's account may be permanently deleted. The Company shall not be liable to the User or any third party for any termination of access to the Service or loss of data resulting from such termination, except as required by applicable law.

The User retains the right to cancel their account at any time, subject to the provisions outlined in Section 7: Cancellation and Restoration of Configuration.

23. Miscellaneous

This section includes standard legal terms that apply to the governance, enforceability, assignment, and communication practices related to the Terms of Service.

(a) Governing Law: The Terms of Service and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflicts of law.

(b) Enforceability: If any provision of the Terms of Service is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith to substitute the invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the intent and economic effect of the original provision.

(c) Assignment: Users may not assign any of their rights or obligations under this Terms of Service without the prior written consent of the Company. The Company may freely assign its rights and obligations under the Terms of Service without the need for user consent.

(d) Notices: All notices, requests, approvals, consents, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or by messenger, overnight courier service, facsimile, email (with confirmation of delivery) or by certified mail, return receipt requested, to the addresses provided by the parties. For purposes of this section, the notice address for the Company is 169 Madison Ave, Ste 2938, New York, NY 10016, US and for the user, the notice address shall be their registered address on file with the Company.

(e) Time Limitation on Claims: To the maximum extent permitted by applicable law, any cause of action or claim arising out of or relating to the Service or these Terms of Service must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred. This limitation applies to all claims brought by the User against the Company, its affiliates, officers, directors, employees, agents, or representatives, except that it shall not limit the Company's right to pursue claims related to unpaid fees, charges, or misuse of the Service.