Subscription & Services Agreement

This Subscription & Services Agreement ("Agreement") governs the purchase and use of recurring CNG services by a business, organization, sole proprietor, or other person acting for business or professional purposes (the "Business Customer"). CNG services are offered for business and professional use, not primarily for personal, family, or household use.

For an online purchase, the Agreement becomes binding when the person completing checkout affirmatively selects the required acceptance control and completes the purchase. That person represents that they are at least 18 years old and authorized to bind the Business Customer identified in the Order. Electronic acceptance has the same contractual effect as a signed written agreement to the maximum extent permitted by applicable law.

For a separately negotiated purchase, a proposal, statement of work, or other written order accepted electronically or signed by the parties may form the Order and may expressly modify this Agreement.

• "Authorized Business User" means a person the Business Customer authorizes to communicate with CNG, provide instructions, receive business notifications, or use business-side features.
• "End User" means a customer, prospect, caller, visitor, lead, or other person who communicates with the Business Customer through a CNG-enabled service.
• "Customer Content" means business information, approved responses, messages, instructions, media, documents, listings, call content, transcripts, intake information, and other content supplied by or on behalf of the Business Customer or its End Users.
• "Order" means the purchase-specific information accepted at checkout or in a written order, including the service, plan, fees, billing frequency, selected add-ons, implementation charge, and other stated commercial terms.
• "Services" means the CNG services identified in the Order, which may include multilingual messaging, approved-information responses, structured intake, business handoff, Owner Control or Conversational Control, reporting and insights, Voice Concierge, and related support.

The Order is part of this Agreement. It should identify the service purchased, price due at purchase, recurring amount and billing frequency if applicable, implementation or setup fee, selected add-ons, and any special promotion or commitment. If the Order expressly conflicts with this Agreement, the Order controls only for that purchase and only to the extent of the conflict.

Marketing pages, demonstrations, examples, and sales discussions describe possible service capabilities but do not create a contractual promise unless the feature or commitment is included in the Order or otherwise confirmed by CNG in writing.

CNG provides a managed business communication service designed to help a Business Customer receive and respond to inquiries, communicate across languages, use business-approved information, collect permitted intake details, and bring the Business Customer into conversations when needed. Features and limits vary by the plan and Order.

CNG may improve, replace, or modify features, workflows, providers, or technical methods as the Service evolves, provided CNG does not materially reduce the core purchased service during a paid billing period unless the change is reasonably required for security, law, third-party platform requirements, availability, or service integrity.

Unless an Order expressly states otherwise, CNG is not the Business Customer's legal system of record, medical record, case-management system, accounting system, CRM, or statutory records-retention archive. The Business Customer remains responsible for preserving records required by its profession, contracts, or applicable law.

Implementation may include onboarding, configuration, business-rule setup, approved-information setup, number or sender provisioning, workflow preparation, testing, and activation. Work may begin after purchase and before the customer-facing Service is live.

Any projected activation date is an estimate unless the Order expressly states that it is guaranteed. Activation may depend on Business Customer information, approvals, access, content, testing, third-party platform approval, number availability, or other prerequisites outside CNG's sole control.

The Business Customer controls the substantive business information and instructions CNG is authorized to use. CNG may rely on approved information, listings, service details, policies, availability, pricing permissions, restrictions, and updates supplied through approved CNG channels. The Business Customer is responsible for keeping those items accurate, lawful, complete, and current.

Where business-side conversational controls are included in the purchased plan, CNG may treat text messages, voice notes, selections, confirmations, and other instructions received from a designated Authorized Business User through an approved business-side channel as instructions from the Business Customer. CNG may apply, pause, resume, correct, or otherwise act on supported instructions after confirming the action when the workflow is designed to provide confirmation.

The Business Customer is responsible for its Authorized Business Users, devices, messaging accounts, and access controls. Until CNG is notified that an Authorized Business User or designated contact has changed, CNG may reasonably rely on instructions received from the contact information on file. CNG may request additional confirmation, delay an action, or decline an instruction that appears ambiguous, unusual, high-impact, unauthorized, unsafe, or inconsistent with the Agreement.

A customer-facing phone number, messaging sender, QR code, share link, short code, or similar communication identity provisioned by CNG or a CNG service provider is provided for use with the active Service and is not sold to the Business Customer. Unless an Order expressly says otherwise, the Business Customer does not acquire ownership, portability, or an independent right to retain or transfer that number or sending identity after the Service ends.

CNG does not guarantee a particular local number, area code, country code, sender name, or permanent continuity of a provisioned communication identity. A provider, carrier, platform, regulator, or technical requirement may require approval, replacement, migration, suspension, or reassignment. CNG will use commercially reasonable efforts to minimize disruption when a CNG-controlled change is required.

The Services may depend on third-party messaging platforms, telecommunications networks, cloud and data services, automation systems, AI processing services, payment providers, internet connectivity, and other technology providers. Their availability, policies, rate limits, geographic restrictions, account approvals, pricing, technical changes, and outages are outside CNG's direct control.

CNG is not responsible for an interruption, delay, message failure, call failure, number restriction, provider account action, API change, or service degradation caused by a third-party provider, the Business Customer's equipment or network, an End User's device, or another system outside CNG's reasonable control. CNG will use commercially reasonable efforts to restore or reconfigure affected CNG-controlled workflows.

The Services may use automated systems, artificial intelligence, language detection, translation, classification, transcription, summarization, and generated responses. These tools can produce inaccurate, incomplete, delayed, or contextually imperfect output. The Business Customer must use appropriate human judgment for material business decisions and for information requiring professional or legal verification.

CNG does not independently make final decisions about legal rights, medical care, immigration status, credit, insurance, employment, housing eligibility, contractual rights, or other regulated or similarly significant matters. The Service may collect permitted information and hand the matter to the Business Customer or an appropriate professional.

Voice features may process call audio to provide speech recognition, transcription, translation, response generation, summaries, and other purchased functions. Calls may be recorded or retained when that feature is configured. The Business Customer is responsible for determining and providing any notice or consent required by laws applicable to its calls, employees, customers, and locations. CNG may provide an automated notice where configured, but that does not replace the Business Customer's legal obligations.

• Provide accurate business information, approved content, authorized contacts, and lawful instructions.
• Maintain the devices, accounts, permissions, connectivity, and third-party rights needed for the purchased Service.
• Provide legally required notices and obtain legally required consents for messaging, automated interaction, recording, transcription, marketing, and processing of personal data.
• Use the Services only for lawful business purposes and comply with the Acceptable Use Policy and applicable third-party platform rules.
• Review and correct business information when CNG identifies a conflict, uncertainty, or stale information.
• Protect business-side access and promptly report suspected unauthorized use, device compromise, or incorrect routing.
• Maintain professional and human review for legal, medical, financial, immigration, housing, employment, safety, contractual, or other high-impact matters.
• Maintain records that the Business Customer is legally or professionally required to preserve; CNG is not responsible for satisfying the Business Customer's independent recordkeeping duties unless an Order expressly says otherwise.

Standard CNG Services are designed for ordinary business inquiries, permitted intake, approved-information responses, and business handoff. They are not designed for emergency services or as a substitute for a licensed professional.

Unless CNG and the Business Customer enter a separate written arrangement that expressly covers protected health information, standard CNG Services are not offered as a HIPAA-compliant service and must not be used to transmit protected health information that requires a business associate agreement. Business Customers should also avoid sending full payment-card data, passwords, authentication secrets, government identification numbers, complete medical records, or other unnecessary highly sensitive information.

The Business Customer will pay the amounts shown in the Order. Unless the Order states otherwise, recurring fees are billed in advance in U.S. dollars and automatically charged to the payment method on file. The Business Customer authorizes CNG and its payment providers to charge the initial amount, recurring subscription fees, selected add-ons, applicable taxes, and other amounts expressly accepted in the Order.

Fees do not include taxes, duties, levies, telecommunications charges, or governmental assessments that CNG is required to collect or pass through, unless the Order states otherwise. The Business Customer is responsible for taxes associated with its purchase other than taxes based on CNG's net income.

If a payment fails, CNG may retry the charge, request updated payment information, limit features, or suspend the affected paid Service until the account is current. CNG will not impose a new setup fee solely because of a temporary payment-related suspension unless reactivation later requires material reprovisioning and the Business Customer accepts that charge in advance.

Unless the Order states a fixed term or different arrangement, a recurring subscription renews automatically for successive monthly billing periods until canceled. The price, billing frequency, automatic-renewal nature of the subscription, and cancellation method are presented before acceptance or linked immediately with the purchase terms.

The Business Customer may cancel through support@chandranicoleglobal.com or the designated CNG Control & Support WhatsApp channel at +1 360 360 6053. CNG may verify that the request comes from an Authorized Business User. A verified cancellation ends renewal at the end of the then-current paid billing period. To avoid the next recurring charge, the request must be received before that charge is processed. A request received after a renewal charge has been initiated applies to the next renewal unless applicable law requires otherwise.

Cancellation does not create a prorated refund for unused days in the current paid billing period, an implementation fee for work already begun, or digital content already delivered, except where required by law or expressly stated in the Order or Cancellation, Renewal & Refund Policy.

As between the parties, the Business Customer retains its rights in Customer Content. The Business Customer grants CNG a limited, non-exclusive right to host, receive, transmit, translate, transform, summarize, analyze, and otherwise process Customer Content only as reasonably necessary to provide, secure, support, troubleshoot, maintain, and improve the purchased Services, comply with law, and enforce this Agreement.

The Business Customer represents that it has the rights, notices, consents, and lawful basis needed for CNG to process Customer Content as instructed. Where CNG processes Personal Data on the Business Customer's behalf, the Data Processing Agreement applies.

CNG may create and use aggregated or de-identified operational information that does not reasonably identify the Business Customer or an End User for security, service analytics, capacity planning, troubleshooting, and service improvement.

Each party may receive non-public business, technical, customer, financial, or operational information from the other party. The receiving party will use reasonable care to protect confidential information and will use it only for purposes of the Agreement. Confidentiality obligations do not apply to information that becomes public without breach, was already lawfully known without restriction, is independently developed without use of the other party's confidential information, or is lawfully received from a third party without a duty of confidentiality.

A party may disclose confidential information when legally required, provided it gives advance notice where legally permitted and reasonably cooperates with efforts to limit the disclosure.

CNG will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and information processed. Security is a shared responsibility. No system, messaging channel, telecommunications network, or method of storage is completely secure, and CNG does not guarantee that unauthorized access, loss, misuse, or provider failure will never occur. The Security & Data Protection Statement describes CNG's current security approach.

CNG and its licensors retain all rights in the Services, system architecture, workflows, prompts, configuration methods, templates, software, documentation, branding, business methods, security methods, and other CNG materials. No ownership of the underlying CNG technology or methods is transferred to the Business Customer.

The Business Customer may use reports, summaries, translations, intake records, and other outputs generated specifically from its own Customer Content for its internal business purposes. That right does not grant access to or ownership of CNG's underlying workflows, source logic, prompts, templates, or technology.

If the Business Customer voluntarily provides suggestions or feedback, CNG may use that feedback without restriction or payment, provided CNG does not publicly identify the Business Customer as the source without permission.

CNG provides support through the designated business support channels. Unless an Order expressly states a guaranteed response or resolution commitment, support response and resolution times are objectives only and vary based on severity, information available, workload, and third-party dependencies.

CNG may perform maintenance, upgrades, security changes, or workflow updates. When CNG-controlled maintenance is expected to materially interrupt an active Service, CNG will use reasonable efforts to provide advance notice when practicable. Emergency security or stability work may occur with less or no advance notice.

CNG may suspend all or part of a Service when reasonably necessary to address nonpayment, a security risk, unlawful activity, a material violation of this Agreement, misuse that threatens CNG or other users, a third-party platform restriction, or a provider requirement. Where practicable, CNG will provide notice and a reasonable opportunity to cure before suspension.

Either party may terminate for a material breach that remains uncured for 30 days after written notice, or immediately if the breach cannot reasonably be cured, involves unlawful activity, threatens security or third-party rights, or requires immediate termination by a provider or law. CNG may also discontinue a Service for business or technical reasons on reasonable notice. If CNG ends a prepaid recurring Service for convenience before the paid period ends, CNG will refund the unused prepaid recurring-service portion, excluding earned implementation fees, delivered digital content, taxes, and third-party charges that are non-refundable.

After termination, customer-facing access and provisioned communication identities may be disabled or reclaimed. CNG may provide a reasonable wind-down period for supported data export when technically available. Data retention and deletion are governed by the Product Privacy Policy and Data Processing Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN "AS AVAILABLE" BASIS. CNG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUITABLE FOR EVERY BUSINESS PURPOSE. CNG DOES NOT GUARANTEE LEADS, SALES, BOOKINGS, REVENUE, CUSTOMER CONVERSION, BUSINESS GROWTH, PERFECT TRANSLATION, LEGAL COMPLIANCE, OR ANY PARTICULAR BUSINESS OR PROFESSIONAL OUTCOME.

Automated responses, translations, summaries, classifications, transcriptions, and generated text may contain errors or omissions. The Business Customer remains responsible for final business decisions, regulated advice, professional obligations, contractual commitments, and information that requires verification.

The Business Customer will defend, indemnify, and hold harmless CNG, its affiliates, managers, employees, and contractors from third-party claims, losses, penalties, liabilities, damages, and reasonable costs arising from: (a) the Business Customer's unlawful or unauthorized use of the Services; (b) Customer Content or business instructions that infringe, violate, or misuse third-party rights; (c) the Business Customer's failure to provide legally required notices or obtain legally required consents; (d) the Business Customer's products, services, professional advice, business decisions, or regulated obligations; or (e) instructions that cause CNG to process data or communicate in violation of law or applicable platform rules, except to the extent the claim is directly caused by CNG's gross negligence or willful misconduct.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CNG WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING FROM OR RELATED TO THE AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, CNG'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE BUSINESS CUSTOMER TO CNG FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE BUSINESS CUSTOMER'S PAYMENT OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, VIOLATION OF CNG INTELLECTUAL PROPERTY RIGHTS, FRAUD, OR WILLFUL MISCONDUCT ARE NOT LIMITED BY THIS SECTION.

This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-law rules. Subject to mandatory law that cannot be waived, the parties consent to exclusive jurisdiction and venue in the state courts located in Sheridan County, Wyoming, or, if federal jurisdiction exists, the United States District Court for the District of Wyoming. Before filing a formal action, the parties will first attempt in good faith to resolve the dispute through direct business discussions, except where immediate injunctive or emergency relief is reasonably necessary.

Legal notices to CNG may be sent to support@chandranicoleglobal.com. Where physical delivery is required, notices should be sent to BluuOrchid Digital Solutions, LLC d/b/a Chandra Nicole Global, 30 N. Gould St., Ste. N, Sheridan, WY 82801. Notices to the Business Customer may be sent to the email address, messaging contact, or other contact information associated with the account or Order.

The parties agree to conduct transactions electronically. CNG may provide the Agreement, Order, invoices, renewal notices, policy notices, service notices, and other records electronically. The Business Customer is responsible for maintaining current contact information. CNG may retain electronic records of acceptance, the applicable Agreement version, the Order, transaction identifiers, and related account records.

The parties are independent contractors. Neither party may bind the other except as expressly authorized in this Agreement. Neither party is liable for delay or failure caused by events beyond its reasonable control, including widespread internet or telecommunications failures, provider outages, natural disasters, labor disruptions, war, terrorism, governmental action, or other force majeure events.

If a provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only. The Business Customer may not assign this Agreement without CNG's written consent, except in connection with a bona fide sale of substantially all of the Business Customer's business or assets if the successor assumes the Agreement. CNG may assign the Agreement to an affiliate or successor in connection with a reorganization, financing, sale, or transfer of the relevant business.

This Agreement, the Order, the Data Processing Agreement where applicable, and the service-specific policies incorporated by the Order are the complete agreement regarding the purchased Services and supersede prior discussions about the same subject. Any amendment must be accepted in writing or electronically by authorized representatives of the parties.

• Email: support@chandranicoleglobal.com
• Mailing address: BluuOrchid Digital Solutions, LLC d/b/a Chandra Nicole Global, 30 N. Gould St., Ste. N, Sheridan, WY 82801
• CNG Control & Support WhatsApp: +1 360 360 6053 (or a replacement number CNG designates in writing)