Terms of Service

Last Updated: August 28, 2025

Welcome to Scarlett (“We,” “Us,” or “Our”), an AI-powered Software-as-a-Service (SaaS) platform developed and operated by EMPRESAS BLUE CHIP S.A.S., identified with NIT 901106974-3, and located at Cq 73 #75 - 33, Medellín, Colombia.

These Terms of Service (“Terms”) govern Your access to and use of Our platform and related services, including the Scarlett AI agent, designed to manage customer interactions and automate communication on behalf of businesses (“Business Users”).

By accessing or using the Service, You acknowledge and agree to be bound by these Terms, which form a legally binding agreement between You and EMPRESAS BLUE CHIP S.A.S., acting under its Scarlett brand.

Our mission is to provide a reliable, compliant, and innovative AI solution while fostering a fair and mutually beneficial relationship with Our users. We operate internationally and ensure compliance with applicable laws, including Colombia’s Personal Data Protection Law (Law 1581 of 2012), the General Data Protection Regulation (GDPR) for EU users, and the Health Insurance Portability and Accountability Act (HIPAA) for handling protected health information (PHI).

If You have concerns or disputes, We encourage open communication via [email protected]

1. Definitions

Account: A unique account created for You to access the Service.

Business User: A company or entity subscribing to Our Service to use the Scarlett AI agent for customer support.

End-User: An individual interacting with a Business User’s services through the Scarlett AI agent.

Service: The Scarlett AI SaaS platform, including all features, tools, and support services provided.

Subscription: The plan (free or paid, including SuperGrok or other tiers) under which You access the Service.

You/Your: The individual or entity accessing the Service, including Business Users and, where applicable, End-Users.

2. Acceptance of Terms

By registering for an Account, subscribing to the Service, or using the Scarlett AI agent, You agree to these Terms, Our Privacy Policy, and any additional policies referenced herein. If You do not agree, You must not use the Service. If You are entering these Terms on behalf of an entity, You represent that You have the authority to bind that entity.

3. Eligibility

To use the Service, You must:

Be at least 18 years old (or the age of majority in Your jurisdiction).

For Business Users, be a legally recognized entity or individual with authority to enter contracts.

Not be prohibited from using the Service under applicable law or by any sanctions list.

The Service is not intended for children under 13 (or 16 under GDPR/California law). We do not knowingly allow such users to create Accounts.

4. Service Description

Scarlett provides an AI agent that handles customer interactions (e.g., inquiries, support, and engagement) on behalf of Business Users. The Service includes:

AI-driven customer support.

Account management and analytics dashboards.

Integration with Business Users’ systems (subject to technical compatibility).

Compliance with GDPR, HIPAA, and Colombian Law 1581 for data processing.

Access to certain features may depend on Your Subscription tier. We strive to ensure high availability but do not guarantee uninterrupted Service due to factors like maintenance or unforeseen technical issues. We will work diligently to minimize disruptions and communicate promptly.We do not sell Personal Data. International transfers are protected by Standard Contractual Clauses (under GDPR) or equivalent safeguards. For Colombian data, We ensure compliance with Law 1581, including prior authorization for transfers.For PHI under HIPAA, use is limited to treatment, payment, or healthcare operations, with Business Associate Agreements in place.

5. Subscriptions and Payments

5.1 Subscription Plans

We offer free and paid Subscription plans. Details on features and quotas are available at https://tryscarlett.com. Paid plans are subject to recurring fees, disclosed at signup.

5.2 Payments

Payments are processed securely via third-party providers.

You agree to provide accurate billing information and pay all fees on time.

Fees are non-refundable except as required by law or if We terminate the Service without cause.

We may adjust fees with 30 days’ notice. Continued use after changes constitutes acceptance.

5.3 Cancellation

You may cancel Your Subscription at any time via Your Account settings. Upon cancellation, You retain access until the end of the billing cycle. No prorated refunds are provided unless mandated by law.

6. User Responsibilities

6.1 Account Security

You are responsible for maintaining the confidentiality of Your Account credentials.

Notify Us immediately at [email protected] of any unauthorized access.

You are liable for activities conducted through Your Account unless You prove unauthorized use.

6.2 Acceptable Use

You agree not to:

Use the Service for illegal, harmful, or fraudulent purposes.

Attempt to reverse-engineer, hack, or disrupt the Service.

Upload malicious code or content that violates third-party rights.

Misrepresent Your identity or authority.

Overload the Service (e.g., through excessive API calls beyond Your Subscription quota).

Business Users must ensure End-User data shared with Scarlett complies with applicable laws and is provided with necessary consents.

6.3 Compliance

You are responsible for Your compliance with local laws. For Business Users processing End-User data, You warrant that You have obtained all necessary consents (e.g., for GDPR or HIPAA compliance).

7. Data and Privacy

Our Privacy Policy (available at https://tryscarlett.com/privacy-policy) governs how We collect, use, and protect Personal Data and PHI. Key points:

Business Users act as Data Controllers (under GDPR) or Covered Entities (under HIPAA) for End-User data, while We act as a Data Processor or Business Associate.

We process data only as instructed by Business Users and in compliance with GDPR, HIPAA, and Law 1581.

You grant Us a limited license to use End-User data solely to provide and improve the Service.

We implement robust security measures (e.g., encryption, access controls) and notify You promptly of any data breach.Access: Request details of Your Personal Data.

Rectification: Correct inaccurate data.

Erasure ("Right to be Forgotten"): Delete data, subject to legal exceptions.

Restriction: Limit processing in certain cases.

Objection: Oppose processing based on legitimate interests.

Portability: Receive data in a structured format.

Withdraw Consent: At any time, without affecting prior processing.

8. Intellectual Property

8.1 Our IP

The Service, including the Scarlett AI agent, software, and content (excluding User Content), is owned by Scarlett or Our licensors and protected by copyright, trademark, and other laws. You are granted a non-exclusive, non-transferable, revocable license to use the Service per these Terms.

8.2 User Content

You retain ownership of content You provide (e.g., customer data, configurations).

You grant Us a worldwide, royalty-free license to use, store, and process User Content to provide the Service and comply with legal obligations.

You warrant that User Content does not infringe third-party rights.

9. Compliance with GDPR, HIPAA, and Colombian Law

As an international Service, We ensure:

GDPR: Lawful processing, user rights (e.g., access, erasure), and Standard Contractual Clauses for data transfers.

HIPAA: Business Associate Agreements, safeguards for PHI, and breach notifications.

Colombian Law 1581: Database registration, user consent, and habeas data rights.

We work with Business Users to ensure joint compliance and resolve any compliance issues collaboratively.

10. Termination

10.1 By You

You may terminate Your Account or Subscription at any time. Data will be deleted per Our Privacy Policy, subject to legal retention requirements.

10.2 By Us

We may suspend or terminate Your access if You:

Breach these Terms.

Fail to pay fees.

Use the Service in a way that risks harm to Us or others.

We will provide notice and an opportunity to cure breaches unless immediate action is required (e.g., for security threats). Upon termination, You must cease using the Service, and We will refund any prepaid, unused fees if termination is not due to Your breach.

11. Dispute Resolution

We aim for win-win resolutions. For disputes:

Contact Us at [email protected]. We will respond within 30 days and seek amicable solutions.

If unresolved, disputes will be settled through binding arbitration in Medellín, Colombia, under Colombian law, using a neutral arbitrator. Arbitration costs will be shared equally unless otherwise agreed.

You waive any right to class actions or punitive damages.

For GDPR-related disputes, You may also contact Your EU supervisory authority.

This process ensures fair, efficient resolutions while minimizing legal costs.

12. Limitation of Liability

To the fullest extent permitted by law:

The Service is provided “as is” without warranties of any kind, express or implied, except as required by law.

We are not liable for indirect, incidental, or consequential damages (e.g., lost profits, data loss).

Our total liability is limited to the fees paid by You in the 12 months prior to the claim.

We are not responsible for third-party services integrated with Scarlett.

If issues arise, We will work with You to find equitable solutions, such as service credits or technical support.

13. Indemnification

You agree to indemnify and hold Scarlett, its affiliates, and employees harmless from claims arising from:

Your misuse of the Service.

Violation of these Terms or applicable law.

User Content infringing third-party rights.

We will indemnify You for claims arising from Our gross negligence or willful misconduct, ensuring mutual fairness.

14. Modifications to the Service or Terms

We may modify the Service or these Terms at any time. Changes will be communicated via email or Service notice, with at least 30 days’ notice for material changes. Continued use constitutes acceptance. If a change adversely affects You, contact Us to discuss alternatives.

15. Governing Law

These Terms are governed by the laws of Colombia, excluding conflict of law principles. Any legal action not subject to arbitration will be filed in Medellín, Colombia.

16. Miscellaneous

Force Majeure: We are not liable for delays due to events beyond Our control (e.g., natural disasters, internet outages).

Severability: If any provision is invalid, the remaining provisions remain enforceable.

No Waiver: Failure to enforce a right does not waive it.