Terms of Service

Last updated: October 25, 2026 · Chirp USA, LLC, 336 E. College Ave, Tallahassee, Florida 32301, USA, a US company · info@syntheticbrew.ai

These Terms of Service ("Terms") are a binding contract between Chirp USA, LLC ("Chirp USA", "we", "us", "our") and the business that opens a Lobby Engine account ("Customer", "you", "your"). They govern your access to and use of Lobby Engine: the AI concierge that answers your hotel's guests in a chat on your website, on a hosted page behind a printed code, in the browser by voice and on the phone, and the console in which you set it up and read its conversations.

Please read these Terms carefully. They include, in §23 and §25, a limitation of our liability, a waiver of class actions and a waiver of jury trial.

Accepting these Terms. You accept these Terms when you tick the box at signup, or when you first use the Service, whichever comes first. If you accept them on behalf of a business, you confirm that you are authorized to bind that business, and "you" means that business. If you are not authorized, or do not agree, do not use the Service.

Documents that form the agreement. These Terms incorporate the Data Processing Agreement, which governs the personal data of your guests, the plan you choose at checkout, and any order for the Setup Service or the Care Service you place in the Console. The Privacy Policy explains what we do with personal data for which we decide the purposes, such as your account data, and is not part of the contract.

Accounts opened before October 8, 2026. The terms you accepted continue to apply to your account until November 7, 2026. From that date these Terms apply. If you do not accept them, you may cancel before that date as described in §21.

1. Definitions

In these Terms:

Headings are for convenience only. "Including" means "including without limitation". A reference to a law includes it as amended or replaced.

2. Who may use the Service

Businesses only. The Service is offered only to businesses that operate a hotel, guest house, holiday rental, restaurant or similar hospitality business, for use in their trade. It is not offered to consumers, and rights that the law gives only to consumers, such as a statutory right of withdrawal, do not apply. By accepting these Terms you confirm that you are acting for the purposes of your trade, business or profession.

Age and authority. You must be at least 18 years old, and of the age of majority where you live, and entitled to act for the business you register.

Accurate information. You must give us accurate, complete information about yourself and your business, including your business name, address and tax details, and keep it up to date.

Who we sell to. We sell only to businesses with a valid VAT identification number of a member state of the European Union, which we verify before you subscribe. We may decline to sell, or end a Plan, where we cannot verify it, where we could not lawfully provide the Service, or where the Service is not yet available in your country.

Sanctions. You confirm that you, your owners and your hotel are not subject to sanctions administered by the United States, the European Union, the United Kingdom or the United Nations, are not owned or controlled by anyone who is, and are not located in a country or region subject to comprehensive sanctions.

3. The Service

3.1 What the Service does

The Service gives each hotel an Assistant that:

3.2 Requests are not bookings

The Assistant takes a request and passes it to you. It does not confirm a reservation, hold a room or a table, take payment, or create, change or cancel anything in your booking engine, property management system, channel manager or any other system. A request becomes a booking only when you confirm it to the Guest.

Any rate, availability, policy or other information the Assistant gives a Guest is information drawn from Hotel Content, not an offer, quotation or promise by us. You are responsible for confirming it, for honoring or declining requests, and for any dispute with a Guest about what was asked, answered or agreed.

3.3 What the Service is not

The Service is not a person and does not promise that a person is available. It does not replace your front desk, your reservations team, your security arrangements or your emergency procedures. It is not an emergency service (§11). It does not promise to answer every call or message, to recognize every request, or to answer every question correctly (§10).

3.4 Beta and preview features

We may offer features marked as beta, preview or early access. They are provided as is, may change or be withdrawn at any time, are excluded from any commitment in these Terms, and should not be relied on for anything critical. Your feedback on them is welcome.

4. Sandbox and Go-live

You can set up and test an Assistant free of charge in the Sandbox until you take it live. In the Sandbox:

Taking an Assistant live starts the paid Plan for that hotel. Nothing converts to a paid Plan without your action. We may end the Sandbox for an Assistant that has not been used for an extended period, after notice.

5. Your account

Credentials. Keep your password, your sign-in with Google and any key the Service gives you, such as the key that lets your website embed the chat, confidential and secure. The embed key identifies your hotel to the Service; treat it as a credential, and replace it in the Console if it is exposed.

Responsibility. You are responsible for everything done through your Account, including by staff or contractors you let use it and by Partners you link to a hotel. Tell us at info@syntheticbrew.ai straight away if you suspect unauthorized access, and cooperate with us in dealing with it.

Partners. You may link a hotel to a Partner in the Console. Only you can make the link; a Partner cannot link itself to your hotel, and a hotel has at most one Partner at a time. When you link a Partner, you choose the access it has to that hotel in the Console:

At every level, only you can pay, choose, change, pause, cancel or resume a Plan; delete or restore a hotel; decide where Guests' requests, calls and texts go, including when the Assistant puts Guests through to you, the settings of a Phone Line, and switching it on or off; step into a conversation with a Guest or reply to one; link a Partner or order the Setup Service or the Care Service; and manage your Account. A Partner can never speak to your Guests through the Service.

Partners act for you. A Partner acts for you, not for us. It is not our agent, subcontractor or Sub-processor, and it cannot make, change or end any agreement on our behalf. You are responsible for what a Partner does in your Account as for your other contractors, and for your agreement with it, including any agreement data protection law requires (see the Data Processing Agreement).

Changing or ending a Partner's access. You can change a Partner's access, including to None, or end the link at any time in the Console. The change takes effect at once, including for a Partner already working in your Console. A Partner may also end the link. We may suspend a Partner's access to your hotel at once to protect you, your Guests or the Service.

Commission. If the Console shows you a commission when you link a Partner, we pay that Partner, while the link lasts, a commission of the share shown of what you pay us for that hotel's Plan. The share is fixed for the link when you make it. We pay the commission out of our own revenue: your prices are the same with or without a Partner, and nothing is added to your fees. No commission is paid on Usage, seasonal pauses, the Setup Service or the Care Service, or on payments made after the link ends.

Activity log. We record the changes a Partner makes in your hotel and the parts of the Console holding Guest Data that it opens, by the hour, and show the record to you in the Console. We keep it for 90 days.

Partner Services. If your Partner sets up and looks after Assistants for its clients itself, the Console shows you its contact details in place of our Setup Service and Care Service. Services you buy from a Partner are governed by §16.

One Plan per hotel. Each hotel has its own subscription: a Plan covers one hotel, and a second hotel needs a Plan of its own. You may not share one Plan between hotels or properties.

Communications. You agree to receive by email the messages we need to send about your Account, your Plan, your bills, security, and changes to the Service and these Terms. These are part of the Service; you cannot opt out of them while you have an Account.

6. Your responsibilities

6.1 Hotel Content

You are responsible for Hotel Content and for keeping it accurate, complete and current, including rates, availability statements, policies, fees, opening hours, amenities, accessibility information and contact details. The Assistant answers from Hotel Content, so it can only be as right as what it was given. You must review your conversations and the questions the Assistant could not answer, correct or add facts when needed, and re-import or update pages from your website when they change.

You confirm that you have all rights needed to give us Hotel Content and to let the Service read and use the pages of your website that you import, and that Hotel Content and its use under these Terms do not infringe anyone's rights or break any law. When the Service reads your website, it follows the instructions in your robots.txt file.

6.2 Telling Guests that they are talking to an AI

The Service is designed so that people know they are interacting with an AI system: the Assistant says that it is an AI assistant in the first sentence of every call, and the chat is labeled as an AI assistant. As the deployer of the Assistant, you must:

6.3 Notice and consent for transcripts

The Service turns calls and chats into written transcripts and keeps them for the periods in the Data Processing Agreement. You are the controller of Guest Data. You are responsible for:

6.4 Your website and cookie notices

If you add the chat or voice to your website, you operate that website and are responsible for its cookie notices and consent. The chat keeps one identifier in the Guest's browser storage, described in the Privacy Policy, and your consent notice must cover it where the law requires. You must not alter the chat or voice components, or embed them where they would mislead Guests about who operates them.

6.5 Data you must not collect

You must not configure the Assistant, or ask Guests through it, to give:

The Service is not designed to handle payment card data and is not certified under the Payment Card Industry Data Security Standard (PCI DSS). Take payments through your own payment provider. If a Guest gives such data anyway, it is treated as part of the conversation and erased on the same schedule; we are not responsible for its presence.

6.6 Children

You must not deploy the Assistant on a website, page or service directed at children. The Service is built for hotels' general audience. If you learn that a child has given personal data in a conversation, you must have it erased, and we will help.

6.7 Decisions about Guests

The Assistant answers questions and passes requests to you. You must not use it, alone or with other tools, to make decisions about Guests that have legal or similarly significant effects, such as refusing a booking, setting a price for a person based on their profile, or denying access, without a person at your hotel reviewing the decision.

6.8 Compliance with the law

You remain responsible for your hotel's dealings with Guests, including your rates, bookings, cancellations, refunds, accommodations and complaints, and for complying with the laws that apply to your business, including consumer protection, price display, accessibility, anti-discrimination, data protection, telecommunications and marketing laws.

7. Phone Lines

7.1 How the Phone Line works

A Phone Line connects calls to your Assistant in one of two ways: you forward calls from your own number, for example when nobody answers within a time you choose, or Guests call a number we provide for your hotel. You set the language of the greeting, the longest call the Assistant will take, and whether and where it may put callers through to you.

The Phone Line is included in every Plan, with no separate charge for it. Calls the Assistant answers, and the time a call is put through to your number, use voice minutes as described in §12.

7.2 Numbers we provide

A number we provide comes from a third-party telephone operator. It is assigned to you for your hotel while your Phone Line is active; you do not own it, and it may not be transferred, resold or used for anything other than your Phone Line. To provide a number in some countries, the operator requires documents, such as proof of a local business address or identity, and you must supply accurate ones and keep them current. The operator's rules about numbers, which may change, apply to you.

A number is released when you switch your Phone Line off, when your Plan or Account ends, when you choose a seasonal pause that does not keep the number, or when the operator withdraws it. A released number may be reassigned to someone else. If you ask before a number is released, we will help you transfer it to another provider where the operator and the law of the country allow it.

7.3 Your own number and call forwarding

You are responsible for having the right to forward calls from your number, for the forwarding you set up with your own telephone provider, for its cost, and for undoing it when your Phone Line ends. If your forwarding is wrong or stops working, calls may not reach the Assistant.

7.4 Inbound calls only

The Service answers calls. It does not place calls to Guests, send them text messages or make any marketing or automated outbound calls, and you must not use it to do so. It cannot be used to call emergency services and does not pass on a caller's location.

7.5 Network limits

Calls travel over public telephone networks and the networks of the operators on both sides of the call, which are outside our control. Calls may fail, drop, be delayed or be of poor quality, and caller identification may be missing or wrong. We are not a telecommunications carrier and do not provide telephone service to the public.

7.6 Operator action

A telephone operator may suspend or withdraw a number, or require us to, because of complaints, suspected misuse, regulatory requirements or its own policies. We will tell you when that happens and help you resolve it where we can.

8. Text messages to your staff

When you switch these texts on, the Service sends text messages about Guests to the mobile number you give us. You must:

These texts are sent through a telephone operator and depend on networks and devices outside our control; they may be delayed, filtered or not delivered. The Service does not send text messages to Guests.

9. Acceptable use

You must not use the Service, or let anyone use it:

Unlawful, harmful or deceptive use

Communications

High-risk uses

The Service itself

We may investigate suspected breaches of this section and work with authorities or telephone operators where needed. We may remove content, suspend an Assistant or an Account, or end these Terms as described in §19 and §21. Please report abuse of the Service to info@syntheticbrew.ai.

10. AI Output

Nature of Output. The Assistant uses AI models to understand Guests and to produce Output. AI models are probabilistic. Output can be wrong, incomplete, out of date or inappropriate, even when Hotel Content is right, and the same question may get different answers. The Assistant may misunderstand speech, accents or noisy calls.

Not advice. Output is not professional advice of any kind, including medical, legal, financial or safety advice, and must not be relied on as such.

Your review. You decide how far to rely on Output. You should review your conversations regularly, correct Hotel Content when the Assistant gets something wrong, and follow up with Guests where an answer mattered.

Synthetic voice and text. The Assistant's voice is synthetic. Where the law requires AI-generated audio or text to be marked as such, we provide the means to do so, and you must not remove or alter any such marking.

Similar Output. Output for you may be similar to Output for others, and you have no exclusive rights in Output that is not specific to your hotel.

Responsibility. We are not responsible for Output that repeats or follows from Hotel Content or from information you did not provide, or for a Guest's reliance on an answer that you did not correct after it appeared in a conversation.

11. Not an emergency service

The Assistant is not monitored by a person while it talks to Guests, and it may fail to recognize an emergency. On a call, the Assistant tells a caller in an emergency to hang up and dial the local emergency number; it cannot call emergency services, alert anyone on its own, or pass on a caller's location. In a chat it is not designed to handle emergencies. Texts to your staff and calls put through to you depend on telephone operators and devices outside our control and may be delayed or not delivered.

You must keep your own arrangements for emergencies and for Guests to reach a person at your hotel, including at night, and you must not present the Assistant or its number as an emergency contact or as a substitute for staff on duty. To the extent the law allows, we are not liable for harm that results from an emergency the Assistant did not recognize or handle, or from a text or call that was delayed, not delivered or not answered.

12. Fees and payment

Plans and prices. You choose a Plan for each hotel from the tiers on our pricing page. The fees for the Setup Service and the Care Service are described in §12A. Each Plan has a monthly or yearly price and includes Included Minutes for each monthly period. The tiers, their prices, their Included Minutes, the price of voice minutes beyond them and the default spending limit are those shown on our pricing page and at checkout when you buy, and in your billing screen afterwards. Prices are in euros unless shown otherwise and exclude taxes. Larger volumes and groups of hotels may be agreed in a separate written agreement, which prevails over this section where the two differ.

What uses minutes. Voice minutes are used when the Assistant speaks with Guests on the phone or by voice on your website, and by the time a call is put through to your number, from when that part of the call is answered until it ends. Voice is measured by the second. Text chat does not use minutes and is not metered, but is subject to fair use: after telling you, we may limit chat that is automated, abusive, or far beyond what a hotel's Guests ordinarily send.

Included Minutes. Included Minutes are given for each monthly period, on a yearly Plan as well: a yearly Plan's year is divided into monthly periods that start on the same day of the month as the year. Minutes you do not use in a period expire at its end and do not carry over. Within your Included Minutes, voice is not limited by the spending limit below.

Usage beyond your Plan. Voice minutes beyond your Included Minutes are Usage and are billed by the second at the price shown on our pricing page. A spending limit applies to that Usage in each monthly period. It starts at the default shown on our pricing page, and you can see and change it in your billing screen, including setting it to zero so that no minutes beyond your Included Minutes are used. When the limit is reached, the Assistant stops answering by voice for the rest of the period, or until you raise the limit: calls are put through to your number where you gave one, and the chat keeps answering.

Billing. Subscriptions are billed in advance, monthly or yearly, from Go-live. A subscription period starts on the day you pay, not on a fixed day of the month, and the first period is charged in full. Usage is invoiced during a period each time it reaches the amount shown on our pricing page, and the rest at the end of the period; if such an invoice is not paid, voice answering stops until it is, while the chat keeps answering. There is no separate charge for a Phone Line.

Changing your Plan. You can move to a higher tier at any time, and the change takes effect at once: a new period of the new Plan starts that day with its full Included Minutes, the unused part of what you prepaid for the old Plan is credited against the new one, and Usage beyond the old Plan's Included Minutes up to that day is invoiced then. A move to a lower tier takes effect at the start of your next period, or for a yearly Plan at its next renewal; until then your current Plan and its Included Minutes continue.

Payment. Payments are processed by Stripe. Card details are held by Stripe and never reach us. You authorize us, through Stripe, to charge your payment method for all fees when due, including renewals and Usage. Invoices are made available through Stripe and your billing screen.

Taxes. Fees exclude VAT, sales tax and similar taxes. We do not add VAT: the reverse charge applies because you have given a valid EU VAT identification number, and you account for the VAT yourself. You are responsible for all taxes on the fees, other than taxes on our income. You must tell us if your tax status changes.

Renewal. Your subscription renews automatically at the end of each period, for a period of the same length on the Plan in effect at that time, including a move to a lower tier you have scheduled, until you cancel it. For yearly Plans, we remind you by email before the renewal.

Cancellation. You can cancel at any time from your billing screen. Cancellation takes effect at the end of the period you have paid for, and the Assistant keeps answering until then. Cancelling does not delete your data; deletion is described in §21.

Seasonal pause. Where offered for a monthly Plan, you may pause a hotel for a season at the reduced monthly price shown on our pricing page and in your billing screen, either releasing its number or keeping it.

Failed payments. If a payment fails, we tell you, and your Assistant keeps answering for fourteen days. If the payment is still outstanding after that, the Assistant stops answering until it is made. Your data is kept, subject to §21. You are responsible for reasonable costs of collecting overdue amounts.

Price changes. A price change includes a change to a tier's price, to its Included Minutes, to the price of Usage and to the price of a seasonal pause. We will tell you at least thirty days before a price change applies to you. The new price applies from your next renewal; if you do not accept it, you may cancel before then.

Refunds. Fees are not refundable, including for a period you did not use, except for the credit when you move to a higher tier, and except that we refund or credit the unused part of what you prepaid:

Billing disputes. Tell us about a charge you dispute within sixty days of the charge, and we will look into it in good faith. Please contact us before disputing a charge with your bank; amounts that are not disputed in good faith remain payable.

12A. Setup Service and Care Service

Optional. You can set up and run your Assistant yourself, and nothing in the Service depends on buying the Setup Service or the Care Service. We offer them when our team has capacity, and the Console shows whether they can be ordered for a hotel. We provide them in English or German. References in these Terms to the Service include them, except where this section says otherwise.

Ordering. You order them in the Console, for one hotel, giving a contact name and email address, your language, a time that suits you for a call, and any notes. The Setup Service can be ordered before or after Go-live; the Care Service only for a hotel that is live. Only you can order them, not a Partner. An order is accepted when it is paid.

What the Setup Service includes. For the hotel you order it for, our team:

Taking the hotel live, paying for it, and everything else that §5 reserves to you remain your decisions and your actions.

What the Setup Service does not include. Changes to the design or content of your website beyond adding the chat; translating Hotel Content beyond the languages the Assistant answers in; work on your telephone system or at your telephone provider beyond instructions and help with call forwarding; your website's privacy notice, cookie notice and other legal texts (§6.3 and §6.4); work on other Third-Party Services, such as your booking engine; and work for any other hotel.

What the Care Service includes. For a live hotel, each month our team updates its facts and settings when you ask, checks the Assistant's recent answers and the questions it could not answer and adds the missing facts you give us, and makes the seasonal changes you tell us about, such as opening hours and offers. It covers the ordinary upkeep of one hotel; we tell you before starting work that goes beyond it, and such work is not included.

Your cooperation. You will:

Delays caused by missing cooperation extend our timelines.

Timelines. Any timeline we give is an estimate. Whether and when a number is provided depends on the telephone operator and, in some countries, on the regulator (§7.2); we do not guarantee that a number will be provided, or by when.

Our staff in your Console. From payment until the Setup Service is done or cancelled, and while the Care Service runs, our staff can work in the Console for that hotel with the access of the Full level in §5 and within its limits. You agree to that access when you order. Our staff use it only for the work you ordered, and process Guest Data for it as your processor under the Data Processing Agreement. The access ends when no order for that hotel is open and its Care Service has ended.

Acceptance. We tell you when the Setup Service is done. It is accepted at Go-live, if that comes after your order, or ten days after we tell you it is done, whichever comes first, unless before then you tell us of a material way in which the work does not match this section. We then put it right and tell you again.

Fees and payment. The prices of the Setup Service and the Care Service are those shown in the Console when you order. The Setup Service is paid in full in advance when you order it. The Care Service is a monthly subscription for that hotel, separate from its Plan, billed in advance each month from the day you order it; if you order both together, the Setup Service is charged on the first invoice of the Care Service. Payment, invoices and taxes work as for Plans in §12, including the reverse charge. If a payment for the Care Service fails, we may pause the work until it is made, and the Care Service ends if it remains unpaid. A change to the price of the Care Service follows the rules for price changes in §12.

Refunds. We refund the Setup Service in full if we have not started the work, or if we cannot carry it out for reasons on our side. Otherwise it is not refundable, except where the law requires a refund, or where we materially break this section and do not put it right within thirty days of your notice. A number that a telephone operator or regulator does not provide, missing cooperation, the behavior of Third-Party Services, and your decision not to go live are not reasons on our side. The Care Service is not refundable, except in the cases listed under Refunds in §12.

Ending the Care Service. You can cancel the Care Service at any time in the Console, and it ends at the end of the month you have paid for. It also ends at the end of its paid month once the hotel's Plan has been cancelled or has ended, or once you have asked for the hotel or your Account to be deleted.

Your content and notices. Hotel Content remains yours and your responsibility under §6.1, including facts our team entered for you, and you remain responsible for the notices and consents in §6.2 and §6.3, even where our team drafted or typed them.

Care and results. We carry out the Setup Service and the Care Service with reasonable skill and care. We do not promise any number of bookings, calls or conversations, or how Third-Party Services, such as your website, its hosting or your telephone system, will behave.

Liability. Within the limits in §23, our total liability arising out of or relating to the Setup Service and the Care Service is limited to the fees you paid for them in the twelve months before the event giving rise to the claim.

Partners' services. Services you buy from a Partner, including setup and care of your Assistant, are not the Setup Service or the Care Service, and are governed by §16.

13. Your data

Ownership. As between us, you own Customer Data. You give us a worldwide, non-exclusive, royalty-free right to host, copy, process, transmit and display Customer Data only to provide, secure, support and maintain the Service for you, to comply with the law, and as the Data Processing Agreement allows. This right ends when the data is erased.

No training, no selling, no advertising. We do not use Customer Data to train or fine-tune AI models, we do not sell it, and we do not use it to advertise to anyone.

Personal data. For Guests' personal data you are the controller and we are your processor (and, under United States state privacy laws, your service provider). The Data Processing Agreement governs that processing, lists our Sub-processors, and prevails over these Terms on personal data.

Where data is held. Our servers are in Germany. Sub-processors in other countries, listed in the Data Processing Agreement, process data as needed to run the Service.

Service data. We may collect and use information about how the Service operates, such as counts, durations, error rates, costs and performance, in a form that does not identify you, Guests or any other person, to run, secure, support and improve the Service.

Requests from authorities. If an authority asks us for Customer Data, we refer it to you where we can, tell you of the request unless the law forbids it, and disclose only what we are legally compelled to disclose, after challenging requests that we reasonably believe are unlawful.

14. Taking your data with you

Access. You can read your conversations and requests in the Console at any time.

Export. If you ask us at info@syntheticbrew.ai while your Account exists, or within the thirty days after you ask for its deletion, we will export your Hotel Content and the conversations, requests and contacts we still hold, in a common machine-readable format, without charge. Conversations are erased on the schedule in the Data Processing Agreement whether or not you leave, so export what you want to keep in time.

Switching. If you move to another provider, we will cooperate reasonably and in good faith with the switch, without charge. No notice period applies to leaving: you may end your subscription at any time (§21). We will confirm in writing, on request, when your data has been erased.

15. Security

We protect the Service and Customer Data with the measures described in the Data Processing Agreement, and we review them as the Service changes. You are responsible for securing your own devices, your Account credentials, your embed key, your website and your telephone forwarding. Each of us will tell the other without undue delay of a security incident affecting the other's data, as the Data Processing Agreement sets out for personal data.

16. Third-Party Services

The Service relies on Third-Party Services we do not run, including the provider that runs the conversation, AI model providers, telephone operators, Stripe, email delivery and hosting, listed in the Privacy Policy and the Data Processing Agreement. Their outages, changes, errors and policies are outside our control. When one of them changes or ends a service we rely on, we may replace it, as the Data Processing Agreement allows.

Places around your hotel. The Assistant can tell Guests about places around your hotel that the Service takes from OpenStreetMap, as the Map data page describes. They are not Hotel Content and not your recommendations, and their opening hours and other details may be out of date. You can correct or remove any of them in the console; what you say about a place always comes first.

Third-Party Services you choose to use alongside Lobby Engine, such as your website, your booking engine, your telephone provider or Sign in with Google, are governed by your agreements with their providers. We are not responsible for them, for the data in them, or for links to them.

Partner Services. Partner Services, such as setup, website or care services, are provided by the Partner, in its own name, under your agreement with that Partner. We are not a party to that agreement and are not responsible for Partner Services, their price or their quality, and fees you pay a Partner are not fees under these Terms. The commission we may pay a Partner (§5) does not change your fees.

17. Intellectual property

Ours. We and our licensors own the Service and all intellectual property rights in it, including its software, models and prompts we create, designs, voices we provide, documentation and the Lobby Engine name and marks. Except for the rights expressly granted in these Terms, no rights are transferred to you.

Your right to use the Service. Subject to these Terms and to payment of the fees, we give you a non-exclusive, non-transferable, non-sublicensable right, during your subscription, to use the Service for your hotel, and to embed the chat and voice components on your hotel's website.

Yours. You keep all rights in Hotel Content and in your names, logos and marks. You give us a right to use them only to provide the Service, for example to show your hotel's name to Guests.

Feedback. If you send us suggestions or feedback, we may use them freely and without obligation to you.

Publicity. We will not name you as a customer, or use your name or logo in our marketing, without your permission.

Infringement notices. If you believe content made available through the Service infringes your rights, write to info@syntheticbrew.ai with the content, the right you claim, and your contact details, and we will act on the notice as the law requires.

18. Confidentiality

"Confidential Information" means information a party discloses to the other that is marked as confidential or would reasonably be understood to be confidential, including the terms of any individual offer, non-public parts of the Service, security information, and Customer Data. The receiving party will use the other's Confidential Information only to perform these Terms, protect it with at least reasonable care, and disclose it only to its employees, contractors and advisers who need it for that purpose and are bound by confidentiality duties at least as protective.

This does not cover information that is public through no fault of the receiver, was already known to it, was received lawfully from someone else without a duty of confidence, or was developed independently. A party may disclose Confidential Information where the law requires, after telling the other where the law allows. These duties last for three years after these Terms end, and for trade secrets and personal data for as long as they remain such.

19. Availability, support, changes and suspension

Availability. We use commercially reasonable efforts to keep the Service running at all hours, but we do not promise that it will be uninterrupted, timely or error-free, and these Terms include no service level agreement, uptime commitment or service credits. The Phone Line depends on telephone operators and on the provider that runs the conversation; when any of them fails, a call forwarded to the Assistant can go unanswered, as it would if the Assistant were not there.

Maintenance and incidents. We announce planned work that interrupts the Service at the address on your Account where we can, and try to schedule it outside busy hours. We tell you when we know of a failure that affects your Assistant.

Support. We provide support by email at info@syntheticbrew.ai and answer on business days.

Changes to the Service. We improve and change the Service over time. If a change removes or materially reduces a feature you rely on, we tell you at least thirty days beforehand, unless the change is needed for security, legal reasons, or because a Third-Party Service changed or ended.

Suspension. We may suspend the Service, in whole or for one hotel or one channel:

We suspend only as much as needed, tell you why and what needs to change unless the law or security prevents it, and restore the Service promptly once the cause is resolved. Suspension does not delete your data.

20. Warranties and disclaimers

Mutual. Each party confirms that it is validly organized, has the authority to enter into these Terms, and will comply with the laws that apply to its performance of them.

Ours. We will provide the Service with reasonable skill and care, and it will perform materially as described in these Terms. If it does not, tell us, and we will try to correct it; if we cannot within a reasonable time, you may end the affected Plan and receive a refund of prepaid fees for the unused period. This is your exclusive remedy for a breach of this warranty.

Yours. You confirm that Hotel Content and your use of the Service comply with these Terms and the law, and that you have given the notices and obtained the consents §6 requires.

Disclaimer. Except as expressly stated in these Terms, the Service, the Assistant and all Output are provided "as is" and "as available". To the extent the law allows, we disclaim all other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranty that the Service will be uninterrupted, error-free or secure, that it will answer every call or message, or that Output will be correct.

21. Term, termination and deletion

Term. These Terms apply from your acceptance until your Account is deleted.

Ending by you. You may cancel a subscription at any time from your billing screen, switch a Phone Line off, and ask for a hotel or your whole Account to be deleted from the Console.

Ending by us. We may end these Terms or a subscription:

Deletion. When you ask us to delete a hotel or your Account, we hold it for thirty days so that you can change your mind or export your data, and then erase it with its Hotel Content, conversations, requests and assistants, including the copies at the provider that runs the conversation. After those thirty days it cannot be recovered by you or by us. A number assigned to the hotel is released.

Effect of ending. When a subscription ends, the Assistant for that hotel stops answering, and your right to use the Service for it ends. Fees owed up to that point remain payable. Provisions that by their nature should survive, including §10, §11, §13, §17, §18 and §20 to §27, survive.

22. Indemnities

By you. You will defend us and our officers, employees and contractors against any claim, demand, investigation or proceeding by a third party, including a Guest or an authority, and pay the damages, fines and penalties (to the extent the law allows them to be indemnified), and reasonable costs and lawyers' fees finally awarded or agreed in settlement, to the extent it arises from:

By us. We will defend you against any claim by a third party that the Service, as we provide it, infringes that party's patent, copyright, trademark or trade secret, and pay the damages and reasonable costs finally awarded or agreed in settlement. This does not apply to claims caused by Hotel Content, by Output that reflects Hotel Content or your instructions, by your combining the Service with things we did not provide, by changes not made by us, or by use in breach of these Terms. If such a claim is made or seems likely, we may obtain the right for you to keep using the Service, change the Service so that it does not infringe, or end the affected Service and refund the prepaid fees for the unused period. This paragraph states our entire liability for infringement claims.

Procedure. The party seeking protection must tell the other promptly in writing (a delay relieves the other only to the extent it is prejudiced), let it control the defense and any settlement, and give reasonable help at the other's cost. It may join with its own counsel at its own cost. A settlement may not impose an admission, payment or obligation on the protected party without its consent.

23. Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, for gross negligence or willful misconduct where the law does not allow it to be limited, or for death or personal injury caused by negligence, or any liability to data subjects that the law makes non-excludable.

Otherwise, and to the extent the law allows:

These limits do not apply to your obligation to pay fees, to your obligations under §22, or to a breach of §9. They apply even if a remedy fails of its essential purpose, and they allocate risk between us; the fees reflect them.

A claim must be brought within one year after the party bringing it knew or should have known of it, unless the law requires a longer period.

24. Compliance

Export controls and sanctions. You will comply with the export control and sanctions laws that apply to the Service, and will not use it, or let it be used, in or for a country, region, person or purpose that those laws prohibit.

Anti-corruption. Neither party has offered or will offer any bribe or improper payment in connection with these Terms.

25. Governing law and disputes

Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Mandatory provisions of the law of your country that cannot be excluded by contract remain unaffected.

Resolving disputes. Before starting proceedings, the party with a dispute sends written notice to the other, describing it, and both try in good faith to resolve it for thirty days, including through a call between people with authority to settle it.

Courts. If the dispute is not resolved, either party may bring proceedings in the state or federal courts located in Delaware, which have exclusive jurisdiction, and each party consents to their jurisdiction and venue. Either party may seek urgent injunctive or equitable relief in any competent court to protect its intellectual property or Confidential Information, or to stop a breach of §9.

Class action and jury waiver. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. To the extent the law allows, each party waives the right to a trial by jury.

26. Notices

We send notices to the email address on your Account, or show them in the Console, and they are given when sent. You send notices to info@syntheticbrew.ai, and legal notices also by post to our address below. Notices are in English.

27. General

Changes to these Terms. We may update these Terms, for example to reflect changes to the Service or the law. We will tell you about a change at the address on your Account at least thirty days before it takes effect, unless the law requires it to take effect sooner, and show the date of the latest version at the top. If you do not accept the change, you may cancel before it takes effect and keep the Service to the end of the period you have paid for; if the change materially reduces your rights, we refund the prepaid fees for the unused period. Continuing to use the Service after a change takes effect means you accept it.

Assignment. Neither party may transfer these Terms without the other's written consent, which may not be unreasonably withheld, except that either may transfer them, with notice, to an affiliate or to a successor in a merger, an acquisition, or a sale of all or substantially all of the business concerned. We may use subcontractors to perform these Terms and remain responsible for them.

Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including failures of telephone networks, internet providers, hosting or AI model providers, power failures, cyberattacks that reasonable security would not have prevented, natural events, epidemics, war, terrorism, strikes, or government action. The affected party must tell the other and try to limit the effect. This does not excuse payment for Service already provided. If a force majeure event prevents the Service for more than thirty days, either party may end the affected Plan, with a refund of prepaid fees for the unused period.

Entire agreement. These Terms, the Data Processing Agreement and your Plan are the entire agreement between us on the Service and replace all earlier agreements, proposals and statements on it. Terms in your purchase orders or other documents do not apply, even if accepted. Where they conflict, the Data Processing Agreement prevails on personal data, and otherwise these Terms prevail over the Plan.

Severability and waiver. If a provision is held unenforceable, the rest stays in force, and that provision applies to the greatest extent allowed. Not enforcing a provision is not a waiver of it.

Relationship. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.

No third-party beneficiaries. Guests and other third parties have no rights under these Terms, except the persons protected by §22.

Electronic contracting. These Terms may be accepted electronically, and electronic records and notices have the same effect as signed paper ones.

Language. These Terms are written in English. A translation, if provided, is for convenience only, and the English version prevails.

28. Contact

Chirp USA, LLC · 336 E. College Ave, Tallahassee, Florida 32301, USA · info@syntheticbrew.ai