Terms of Use

Last Updated: May 2026

Introduction

These Terms of Use ("Agreement") govern the use of Chezie's SaaS platform and services (the "Services"). By accessing or using Chezie, you agree to be bound by these terms. These are our general terms; specific customer arrangements may be subject to negotiation and modification via written agreements. In the event of any conflict between these Terms and a signed agreement, the signed agreement will prevail.

Dyversifi Inc. ("Company") is located at 1445 Woodmont Lane NW, Suite 1861, Atlanta, GA 30318.

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1. Service Description and Support

1.1 Service Provision

We provide the Chezie platform to help you manage your ERG (Employee Resource Group) and diversity initiatives. We will use commercially reasonable efforts to maintain the Services and provide reasonable support during business hours (9:00 AM – 5:00 PM ET, Monday–Friday, excluding federal holidays).

1.2 Registration and Account Security

As part of registration, you will create administrative credentials for your account. We reserve the right to refuse or cancel usernames and passwords we deem inappropriate. You are responsible for maintaining the confidentiality of your passwords and account information, and for all activity that occurs under your account. We are not liable for any unauthorized use of your account, whether with or without your knowledge or consent.

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2. Restrictions on Use

2.1 Prohibited Activities

You agree not to, directly or indirectly:

  • Reverse engineer, decompile, disassemble, or attempt to discover the source code, underlying structure, ideas, or algorithms of the Services or any related software;
  • Modify, translate, or create derivative works based on the Services (except as expressly permitted);
  • Use the Services for timesharing, service bureau, or resale purposes;
  • Remove or export the Services or related materials in violation of U.S. export laws or regulations;
  • Remove any proprietary notices or labels.

2.2 Export Compliance

You agree to comply with all U.S. export laws and regulations. The Services and documentation are deemed "commercial computer software" under U.S. law. Any use by the U.S. Government is governed solely by the terms of this Agreement.

2.3 Compliance with Policy

You represent and warrant that you will use the Services in compliance with all applicable laws, regulations, and our standard published policies. You agree to indemnify and hold Company harmless against any damages, losses, liabilities, or expenses (including legal fees) arising from your alleged violation of these terms or your use of the Services.

2.4 Your Equipment and Connectivity

You are responsible for obtaining and maintaining all equipment, software, and ancillary services needed to connect to and use the Services. You are also responsible for the security and maintenance of your equipment, account, passwords, and files.

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3. Intellectual Property and Data Ownership

3.1 Your Data

You retain all right, title, and interest in any data you provide to us ("Your Data"). You grant us a license to use Your Data solely to provide the Services to you.

3.2 Our Intellectual Property

We own and retain all right, title, and interest in:

  • The Services and all underlying software;
  • All improvements, enhancements, or modifications we make;
  • Any technology developed in connection with implementation or support;
  • All related intellectual property rights.

3.3 Analytics and Improvements

We may collect and analyze data about your use of the Services to improve our platform and offerings. We may use this data—in aggregate and de-identified form—to develop new features, enhance the Services, and support our other products. This de-identified data does not identify you or your organization.

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4. Payment and Billing

4.1 Fees

You agree to pay the fees specified in your Order Form or service agreement. Fees are typically billed monthly in advance. If your use exceeds your purchased service capacity, you will be billed for overage charges.

4.2 Billing Disputes

If you believe we have billed you incorrectly, you must notify us within 60 days of the invoice date. After 60 days, we cannot process billing adjustments.

4.3 Payment Terms and Late Fees

Full payment is due 30 days from the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month (or the maximum permitted by law, whichever is lower) plus collection expenses. Nonpayment may result in immediate service termination.

4.4 Taxes

You are responsible for all taxes associated with the Services, except for U.S. taxes based on our net income.

4.5 Price Changes

We may change our fees or introduce new charges at the end of your service term upon 30 days' prior written notice (which may be sent by email).

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5. Term and Termination

5.1 Service Term

Your service is active for the initial term specified in your Order Form and will automatically renew for equal periods unless either party requests termination at least 30 days before the end of the current term.

5.2 Termination for Breach

Either party may terminate this Agreement with 30 days' notice if the other party materially breaches its terms and fails to cure the breach. In case of nonpayment, we may terminate immediately without notice.

5.3 Effect of Termination

  • You will pay in full for Services through the last day they are provided.
  • We will make Your Data available for download for 30 days after termination.
  • After 30 days, we may delete stored data (though we are not obligated to retain it indefinitely).
  • Provisions that should survive termination will do so, including accrued payment obligations, confidentiality, warranty disclaimers, and limitation of liability.
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6. Warranties and Disclaimers

6.1 Our Commitments

We will use reasonable industry-standard efforts to maintain the Services to minimize errors and interruptions. Implementation services will be performed in a professional and workmanlike manner.

6.2 Service Availability

The Services may be temporarily unavailable for scheduled or emergency maintenance by us or third-party providers, or due to causes beyond our reasonable control. We will use reasonable efforts to provide advance notice of scheduled disruptions.

6.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

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7. Intellectual Property Indemnity

We will defend you against third-party claims that the Services infringe any U.S. patent, copyright, or trade secret, provided you:

  • Promptly notify us of any claim;
  • Grant us reasonable assistance and sole control of the defense and settlement;
  • Do not settle without our written approval.

Exceptions: We are not liable for claims arising from:

  • Components we did not supply;
  • Services modified after delivery, except by us;
  • Services combined with other products where the alleged infringement relates to the combination;
  • Your continued use after being notified of the infringement or after we provide a non-infringing alternative;
  • Your use not in accordance with this Agreement.

Remedies: If a claim is upheld, we may, at our option:

  1. Modify or replace the Services to be non-infringing (with substantially similar features);
  2. Obtain a license for you to continue use;
  3. If neither is commercially practicable, terminate the Agreement and refund prepaid, unused fees.
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8. Limitation of Liability

8.1 Excluded Liability

EXCEPT FOR BODILY INJURY, NEITHER WE NOR OUR SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, OR EMPLOYEES SHALL BE LIABLE FOR:

(A) Errors, interruptions, loss, inaccuracy, or corruption of data; cost of substitute goods, services, or technology; or loss of business;

(B) Any indirect, incidental, special, exemplary, or consequential damages;

(C) Any matter beyond our reasonable control;

(D) Damages exceeding the fees you paid us for the Services in the 12 months prior to the incident, regardless of whether we have been advised of the possibility of such damages.

This limitation applies whether the claim arises under contract, negligence, strict liability, or any other legal theory.

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9. Confidentiality

9.1 Mutual Confidentiality

Each party recognizes that the other may disclose confidential business, technical, or financial information. We will protect your confidential information with reasonable care and will not disclose it to third parties (except as necessary to provide the Services) or use it for purposes other than providing the Services, without your consent.

Similarly, you agree to protect our confidential information and not disclose it without permission.

9.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Becomes publicly available through no breach by you;
  • Was already in your possession before we disclosed it (documented);
  • Was rightfully received from a third party without restriction;
  • Was independently developed without our confidential information; or
  • Is required by law to be disclosed.

Confidentiality obligations survive for five (5) years after disclosure.

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10. Privacy and Data Protection

10.1 General Privacy

We are committed to protecting your data and complying with applicable data protection laws, including GDPR, CCPA, and other relevant regulations. Please review our Privacy Policy for details on how we collect, use, and protect your information.

10.2 Data Handling

  • We will process your data only to provide the Services and as instructed by you.
  • We maintain administrative, technical, and organizational safeguards appropriate to the sensitivity of your data, in line with industry standards (including NIST and ISO 27001).
  • We will not use your data for marketing, analytics, or purposes outside the Services without your consent.
  • We comply with data protection laws regarding cross-border transfers, including EU Standard Contractual Clauses where applicable.

10.3 Data Requests

If we receive a legal request (subpoena, warrant, investigative demand) for your data, we will:

  • Notify you promptly (unless prohibited by law);
  • Provide at least 48 hours' notice before disclosure;
  • Use commercially reasonable efforts to limit the scope of disclosure;
  • Cooperate with your efforts to obtain a protective order.

10.4 Security Incidents

In the event of a security breach or suspected unauthorized access to your data, we will:

  • Notify you within 24 hours;
  • Provide details on the scope and impact of the incident;
  • Undertake a thorough investigation;
  • Take corrective action to eliminate exposure and prevent recurrence;
  • Cover notification costs to affected individuals (if the breach resulted from our negligence).

10.5 Data Retention and Deletion

Upon termination of your account, you may request deletion of your data. We will delete or return your data as directed, using methods appropriate to the sensitivity of the information (shredding, secure erasure, degaussing, or other destruction methods).

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11. General Provisions

11.1 Governing Law

This Agreement is governed by the laws of [State], without regard to conflict-of-law principles.

11.2 Entire Agreement

This Agreement, including any Order Form and attachments, represents the complete understanding between us. It supersedes all prior agreements, communications, and understandings. Modifications must be in writing and signed by both parties.

11.3 Severability

If any provision is found unenforceable, we will limit or eliminate it to the minimum extent necessary, while keeping the rest of the Agreement in full force.

11.4 Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign our rights and obligations without consent.

11.5 No Partnership

This Agreement does not create a partnership, joint venture, or employment relationship. You have no authority to bind us in any way.

11.6 Prevailing Party Attorney Fees

In any legal action to enforce this Agreement, the prevailing party may recover its costs and attorney fees.

11.7 Notices

All notices must be in writing and are effective when:

  • Personally delivered;
  • Electronically confirmed (if by email or fax);
  • One business day after sending (if by overnight delivery);
  • Upon receipt (if by certified or registered mail, return receipt requested).

11.8 Relationship and Reference

You agree to reasonably cooperate with us as a reference account and to allow us to use your logo and company name on our website and in marketing materials (unless you opt out in writing). If mutually agreed, we will issue a press release within 90 days of the start of our relationship.

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12. Changes to These Terms

We may update these Terms from time to time. Changes will be effective when posted to our website. Your continued use of the Services after changes constitutes acceptance of the new terms. For material changes, we will provide 30 days' notice.

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13. Contact Us

If you have questions about these Terms, please contact us at:

Dyversifi Inc.
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Acknowledgment

Note: These are our standard Terms of Use. For enterprise customers, specific arrangements may be negotiated and documented in a signed service agreement. In such cases, the signed agreement will control any conflicting provisions in these standard terms.