Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING CHIFFCHAFF. BY CREATING AN ACCOUNT, CLICKING A BOX INDICATING ACCEPTANCE, OR EXECUTING AN ORDER FORM REFERENCING THESE TERMS, CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE, DO NOT SUBSCRIBE TO, ACCESS, OR USE THE SERVICE.
1. Overview and Acceptance
These Terms of Service ("Terms") govern access to and use of Chiffchaff, a cloud-based reputation and review management service for local businesses, and related services (collectively, the "Service"), provided by Blythe Technologies, Inc., doing business as Chiffchaff ("Chiffchaff," "we," "us," or "our"), a Delaware corporation with its principal place of business in California.
The Service is available only to businesses located in the United States. By accessing or using the Service, the subscribing individual or entity ("Customer" or "you") represents and warrants that it is located in the United States and has the legal authority to enter into this Agreement.
These Terms, together with any Order Form, Chiffchaff’s Privacy Policy, and any other policies incorporated by reference (collectively, the "Agreement"), form a binding legal agreement between Customer and Chiffchaff. If an Order Form conflicts with these Terms, the Order Form prevails.
2. Definitions
As used in these Terms:
- "Authorized User" means any employee, contractor, or agent of Customer authorized by Customer to access the Service under Customer’s account.
- "Customer" means the individual or business entity that has subscribed to the Service, whether through self-serve signup or an Order Form.
- "Customer Data" means all data, information, files, and content submitted to the Service by or for Customer or its Authorized Users, including End Customer Data and content retrieved from Connected Accounts.
- "End Customer" means a customer, client, or other individual who does business with Customer and whose information Customer submits to or processes through the Service (for example, to send a review request).
- "End Customer Data" means personal information about End Customers, such as name, phone number, email address, visit or job details, and private feedback.
- "Connected Account" means a third-party account (for example, a Google Business Profile, Yelp, Facebook, or Nextdoor account) that Customer authorizes the Service to access.
- "AI Features" means features of the Service that use artificial intelligence to generate content, such as draft replies to reviews ("AI Output").
- "Messages" means text messages (SMS/MMS) and emails sent through the Service.
- "Order Form" means any written or electronic order, checkout page, or plan selection that specifies the Service plan, fees, and billing period.
3. Changes to These Terms
Chiffchaff may modify these Terms from time to time. When we do, we will update the "Last Updated" date and, for material changes, notify Customer by email or in-Service notice at least thirty (30) days before the changes take effect. Customer’s continued use of the Service after the effective date constitutes acceptance of the revised Terms. If Customer does not agree to revised Terms, Customer may cancel its subscription before they take effect, as described in Section 15.
4. Eligibility
To use the Service, Customer must:
- Be a business (including a sole proprietorship, partnership, limited liability company, or corporation) or an individual acting in a professional or commercial capacity. The Service is not for personal, family, or household use.
- Be located in the United States and operate in compliance with applicable federal, state, and local laws.
- Have full legal authority to enter into this Agreement; if accepting on behalf of an entity, the accepting individual must be authorized to bind that entity.
- Not have been previously suspended or terminated from the Service by Chiffchaff for cause.
5. Accounts and Security
5.1 Account Creation. To access the Service, Customer must create an account and provide accurate, current, and complete information, and keep it up to date. Customer may not impersonate any person or entity or misrepresent its identity or affiliation.
5.2 Authorized Users. Customer may permit Authorized Users to access the Service solely for Customer’s internal business purposes. Customer is responsible for all actions and omissions of its Authorized Users and for promptly revoking access for anyone no longer authorized.
5.3 Account Security. Customer is responsible for keeping account credentials confidential and for all activity under its account. Customer will notify Chiffchaff promptly at support@getblythe.com upon discovering any unauthorized access or security breach.
6. License to Use the Service
6.1 Limited License. Subject to these Terms and timely payment of Fees, Chiffchaff grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for Customer’s internal business operations during the Term.
6.2 Restrictions. Customer will not, and will not permit anyone to:
- Sell, resell, sublicense, rent, or lease the Service, or provide it to third parties on a service-bureau basis, except as expressly permitted in an Order Form.
- Copy, modify, or create derivative works of the Service.
- Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law expressly permits.
- Remove or obscure any proprietary notices.
- Use the Service to build a competing product or service.
- Access or extract data from the Service by automated means except through interfaces we provide for that purpose.
- Interfere with or disrupt the integrity, security, or performance of the Service.
- Attempt to gain unauthorized access to the Service, its systems, or other customers’ data.
7. Acceptable Use
Customer will not use the Service to:
- Create, post, solicit, or purchase fake, misleading, or incentivized reviews, or reviews written by anyone other than a genuine customer about their own experience.
- Offer or provide any payment, discount, gift, or other incentive in exchange for a review, or condition an incentive on a review being positive.
- Suppress, filter, or discourage negative reviews, including by sending review requests only to customers expected to leave positive reviews ("review gating") or by using private feedback to prevent customers from posting publicly.
- Send Messages to anyone without the consent required by law, or after they have opted out.
- Harass, threaten, defame, or disclose private information about any person, including reviewers.
- Transmit unlawful, infringing, deceptive, or harmful content, or malware.
- Violate the terms or policies of any Connected Account platform (for example, Google’s review and Business Profile policies, or Yelp’s restrictions on soliciting reviews).
- Engage in any activity that violates applicable law, including the Federal Trade Commission Act and the FTC’s Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, and state consumer protection and privacy laws.
8. Prohibited Data and Uses
The Service is designed for local businesses to manage reviews and customer communications. It is not designed to store or process sensitive information, and Customer will not submit to the Service:
- Protected health information as defined under HIPAA, or other health or medical information about any individual;
- Government identifiers (such as Social Security, driver’s license, or passport numbers), financial account or payment card numbers, or account credentials of End Customers;
- Information about children under 13; or
- Other "sensitive personal information" as defined by applicable state privacy law, except as incidentally contained in a review an End Customer chose to post publicly.
The Service is not intended for use by healthcare providers, health plans, or their business associates to communicate with patients, and Chiffchaff does not enter into business associate agreements. Chiffchaff may remove prohibited data and suspend accounts that submit it.
9. Messaging Compliance
9.1 Customer as Sender. When Customer uses the Service to send Messages to End Customers, Customer is the sender and initiator of those Messages and is solely responsible for their content and for compliance with applicable law, including the TCPA, CAN-SPAM, state telemarketing and messaging laws, and carrier and industry requirements (including A2P 10DLC registration).
9.2 Consent. Before sending any Message, Customer will obtain and keep records of all consents required by law from each recipient, and will provide those records to Chiffchaff on request. Customer represents that every phone number and email address it submits belongs to a person who has given the required consent.
9.3 Opt-Outs and Quiet Hours. The Service honors opt-out keywords (such as STOP) and unsubscribe requests automatically, and applies default quiet hours. Customer will not attempt to circumvent these controls or re-contact anyone who has opted out.
9.4 Registration and Carrier Requirements. Customer will provide accurate business information needed to register Customer’s messaging use with carriers and messaging providers. Chiffchaff may delay, limit, or block Messages that are not registered, that carriers or providers reject, or that Chiffchaff reasonably believes violate law or these Terms.
9.5 No Emergency Use. The Service is not designed for emergency or time-critical communications.
10. Connected Accounts and Third-Party Services
10.1 Authorization. When Customer connects a Connected Account, Customer authorizes Chiffchaff to access, retrieve, and, where Customer directs, post or update content in that account on Customer’s behalf (for example, posting an approved reply or updating business hours).
10.2 Third-Party Terms. Connected Accounts and other third-party services are governed by their own terms and policies. Chiffchaff does not control them and is not responsible for their availability, accuracy, policies, or changes, including changes that limit or end the Service’s ability to connect to them. Chiffchaff makes no warranty regarding any third-party service.
10.3 Reviews Are Third-Party Content. Reviews retrieved from Connected Accounts are written by third parties. Chiffchaff does not author, endorse, verify, or control reviews and cannot remove reviews from third-party platforms.
11. AI Features
11.1 Drafts, Not Decisions. AI Features generate suggested content. AI Output may be inaccurate, incomplete, or inappropriate. Customer is responsible for reviewing AI Output before it is used, and the Service is designed so that Customer approves each reply before it is posted publicly.
11.2 Responsibility for Posted Content. Customer is solely responsible for any content, including AI Output, that Customer or its Authorized Users approve, post, or send. Customer will not rely on AI Output as legal or professional advice.
11.3 Guardrails. Chiffchaff applies safeguards intended to keep AI Output from, for example, offering refunds or discounts publicly, making promises, or including personal details. These safeguards reduce but do not eliminate risk and do not replace Customer’s review.
11.4 Model Providers. AI Features are provided using third-party model providers as described in the Privacy Policy. Chiffchaff does not use Customer Data to train generalized artificial intelligence models.
12. Customer Data
12.1 Ownership. As between the parties, Customer owns Customer Data. Customer grants Chiffchaff a non-exclusive, royalty-free license to host, store, process, transmit, display, and use Customer Data as necessary to provide, secure, support, and improve the Service and as otherwise permitted by this Agreement.
12.2 Service Provider Role. With respect to End Customer Data, Chiffchaff processes personal information on behalf of Customer as Customer’s service provider (or processor) and will: (a) process End Customer Data only to provide the Service and as instructed by Customer through the Service; (b) not sell or share End Customer Data, or use it for cross-context behavioral advertising; (c) not combine End Customer Data with personal information from other sources except as permitted by applicable law; and (d) assist Customer, as reasonably needed, in responding to individuals’ privacy requests.
12.3 Customer Responsibilities. Customer is responsible for the accuracy, legality, and collection of Customer Data, including providing any notices and obtaining any consents required to submit End Customer Data to the Service and to send Messages. Customer represents that it has the rights necessary to grant the license in Section 12.1.
12.4 Aggregated Data. Chiffchaff may create and use aggregated or de-identified data derived from use of the Service that does not identify Customer, any individual, or any End Customer, to operate, analyze, and improve the Service.
12.5 Export and Deletion. Customer may export its Customer Data from the Service at any time during the Term. Customer may request deletion of its account from the Service’s settings; deletion takes effect after a thirty (30)-day grace period during which the request can be cancelled. After termination or a completed deletion request, Chiffchaff will delete Customer Data within ninety (90) days, except for copies retained in backups until they expire in the ordinary course or as required by law.
13. Fees, Trials, and Billing
13.1 Fees. Customer will pay the fees for its selected plan and any add-ons as shown at checkout or in an Order Form ("Fees"). All amounts are in US dollars.
13.2 Free Trial. Chiffchaff may offer a free trial. Unless Customer cancels before the trial ends, Customer’s selected paid plan begins automatically at the end of the trial and Customer’s payment method will be charged. Chiffchaff will clearly display the trial end date and price before Customer starts a trial.
13.3 Automatic Renewal. SUBSCRIPTIONS RENEW AUTOMATICALLY at the end of each billing period (monthly or annual, as selected) at the then-current price until cancelled. By providing a payment method, Customer authorizes Chiffchaff (through its payment processor) to charge all Fees when due.
13.4 Cancellation. Customer may cancel at any time online from the billing page of the Service. Cancellation takes effect at the end of the current billing period, and Customer keeps access until then.
13.5 Price Changes. For monthly subscriptions, Chiffchaff may change prices for future billing periods with at least sixty (60) days’ notice. Prices for an annual subscription will not change during that annual term; Chiffchaff may change the price for the next annual term with at least sixty (60) days’ notice before renewal. If Customer does not accept a price change, Customer may cancel before it takes effect.
13.6 Founding Partner Program. Customers accepted into Chiffchaff’s Founding Partner Program ("Founding Partners") receive the benefits described in the program terms provided to them in writing, including a founding rate on their base subscription fee that Chiffchaff will not raise while the Founding Partner’s subscription remains active, subject to the program’s qualification requirements. That rate lock applies only to the base subscription fee and not to add-ons, usage-based charges, or pass-through fees, and it prevails over Section 13.5. Founding Partner status is not transferable without Chiffchaff’s written consent, which will not be unreasonably withheld.
13.7 Usage and Pass-Through Charges. Plans may include usage limits (such as a number of review requests per month). Chiffchaff may charge for usage beyond plan limits at the rates shown in the Service, and may pass through carrier, messaging-registration, or regulatory fees with at least thirty (30) days’ notice.
13.8 Late Payment and Suspension. If a payment fails, Chiffchaff may retry the charge. Amounts not paid when due may bear interest at 1.5% per month or the highest rate permitted by law, whichever is lower. Chiffchaff may suspend access to the Service for non-payment after at least five (5) business days’ notice to the email address on file.
13.9 Taxes. Fees exclude taxes. Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on Chiffchaff’s net income.
13.10 Refunds. Except as required by law or stated in an Order Form, Fees are non-refundable, including for partial billing periods.
14. Referral Program
Chiffchaff may offer a customer referral program (currently called "Referral Pass") under which Customers may earn account credits or other rewards for referring new customers, as described in the then-current program terms. Unless the program terms say otherwise: (a) rewards are earned only after the referred customer becomes a paying customer; (b) credits have no cash value and are not transferable; (c) referrals may not be made by spam, unsolicited mass messages, or misleading statements, and must comply with the CAN-SPAM Act and the TCPA; (d) Chiffchaff may withhold or reverse rewards for referrals that violate these Terms or for referred accounts terminated for cause within ninety (90) days; and (e) Chiffchaff may change or end the program with thirty (30) days’ notice, and will honor rewards already earned.
15. Term and Termination
15.1 Term. This Agreement begins when Customer first accepts these Terms and continues until all subscriptions have ended or this Agreement is terminated.
15.2 Termination by Customer. Customer may terminate by cancelling all subscriptions as described in Section 13.4.
15.3 Termination for Breach. Either party may terminate this Agreement on thirty (30) days’ written notice if the other party materially breaches it and fails to cure within that period.
15.4 Suspension. Chiffchaff may suspend or terminate access immediately if Chiffchaff reasonably believes that Customer or an Authorized User has violated Sections 7, 8, or 9, has violated applicable law, or poses a security or legal risk to Chiffchaff, other customers, End Customers, or third parties. Chiffchaff will notify Customer promptly and, where practical, give Customer an opportunity to cure.
15.5 Effect of Termination. On termination, Customer’s right to use the Service ends, Customer will pay any Fees accrued through the termination date, and Section 12.5 applies to Customer Data. Sections 6.2, 7, 8, 12, 13 (as to amounts owed), 16, 17, 18, 19, 20, and 21 survive termination.
16. Intellectual Property and Feedback
The Service, including all software, interfaces, designs, content, and documentation provided by Chiffchaff, is owned by Chiffchaff or its licensors and protected by intellectual property laws. No rights are granted except as expressly stated in these Terms. "Chiffchaff" and its logos are trademarks of Blythe Technologies, Inc. Customer may not use them without prior written consent.
If Customer gives Chiffchaff suggestions or feedback, Chiffchaff may use them without restriction or compensation.
Chiffchaff may identify Customer by name and logo as a customer. Customer may opt out at any time by emailing legal@getblythe.com.
17. Confidentiality
Each party will protect the other party’s non-public information that is identified as confidential or would reasonably be understood to be confidential ("Confidential Information"), using at least reasonable care, and will use it only to perform under this Agreement. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is received from a third party without restriction, or is independently developed. A party may disclose Confidential Information as required by law, with prompt notice to the other party where permitted.
18. Warranties and Disclaimers
18.1 Mutual. Each party represents that it has the authority to enter into and perform this Agreement.
18.2 Customer. Customer represents and warrants that its use of the Service, including its Messages, review requests, and posted content, complies with this Agreement and applicable law.
18.3 Availability. Chiffchaff will use commercially reasonable efforts to keep the Service available, but does not guarantee any particular availability level unless an Order Form says otherwise.
18.4 No Guarantee of Results. Chiffchaff does not guarantee any number of reviews, any rating, any search ranking, or any business outcome. Third-party platforms decide whether and how reviews are displayed.
18.5 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, INCLUDING AI OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE." CHIFFCHAFF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT AI OUTPUT WILL BE ACCURATE OR SUITABLE.
19. Limitation of Liability
19.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHIFFCHAFF OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.
19.2 Cap. SUBJECT TO SECTION 19.3, CHIFFCHAFF’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CHIFFCHAFF IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
19.3 Exceptions. Section 19.2 does not limit: (a) either party’s indemnification obligations under Section 20; (b) either party’s liability for breach of its confidentiality obligations under Section 17; or (c) either party’s liability for its gross negligence, fraud, or willful misconduct. Nothing in this Section limits liability to the extent applicable law does not allow it to be limited.
19.4 Time Limit. Any claim against Chiffchaff must be brought within one (1) year after the claimant knew or should have known of the facts giving rise to it.
20. Indemnification
20.1 By Customer. Customer will defend, indemnify, and hold harmless Chiffchaff and its affiliates, officers, directors, employees, and agents from third-party claims, and related losses, damages, fines, penalties, and reasonable attorneys’ fees, arising out of: (a) Customer Data; (b) Messages sent by or for Customer, including claims under the TCPA or state messaging laws; (c) reviews, review requests, incentives, or other conduct of Customer in connection with reviews; (d) content Customer or its Authorized Users post, including AI Output they approve; or (e) Customer’s breach of this Agreement or applicable law.
20.2 By Chiffchaff. Chiffchaff will defend Customer against third-party claims alleging that the Service, as provided by Chiffchaff and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, AI Output, third-party services, combinations with items not provided by Chiffchaff, or modifications not made by Chiffchaff.
20.3 Procedure. The indemnified party will give prompt notice of the claim, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, which may not settle any claim imposing obligations on the indemnified party without its consent.
21. Dispute Resolution
21.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules.
21.2 Informal Resolution. Before starting any formal proceeding, a party will give the other written notice describing the dispute, and the parties will try in good faith to resolve it within thirty (30) days.
21.3 Arbitration. Except for claims that qualify for small claims court and requests for injunctive or other equitable relief, any unresolved dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in California or by video conference. Judgment on the award may be entered in any court of competent jurisdiction.
21.4 Class Action Waiver. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
21.5 Courts. Any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in California, and each party consents to their jurisdiction. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
22. General
22.1 Entire Agreement. This Agreement is the entire agreement between the parties about its subject matter and supersedes prior agreements and understandings.
22.2 Electronic Communications. Customer consents to receive notices electronically. Electronic notices satisfy any requirement that notices be in writing.
22.3 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including failures of third-party platforms, carriers, or internet infrastructure.
22.4 Assignment. Customer may not assign this Agreement without Chiffchaff’s prior written consent, except to a successor in a merger or sale of substantially all of its assets with notice to Chiffchaff. Chiffchaff may assign this Agreement to an affiliate or successor.
22.5 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver.
22.6 Independent Contractors. The parties are independent contractors.
22.7 Export and Sanctions. Customer will comply with US export control and sanctions laws in its use of the Service.
22.8 Notices and Contact. Legal notices to Chiffchaff must be sent to legal@getblythe.com and to the address below.
Blythe Technologies, Inc., d/b/a Chiffchaff
A Delaware corporation | Principal place of business: California
Registered agent: Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713
Legal: legal@getblythe.com
Support: support@getblythe.com
Privacy: privacy@getblythe.com