1. Agreement and eligibility
These Terms of Service (“Terms”) are an agreement between Choogha Inc. (“Choogha,” “we,” “us,” or “our”) and the person or organization accessing a Choogha-hosted software service, including Business Suite (the “Service”).
If you access the Service for an organization, you represent that you are authorized to accept these Terms and use the Service on its behalf. You must be legally capable of entering into this agreement. The Service is not intended for children.
A customer order, statement of work, subscription agreement, data-processing agreement, or other signed agreement with Choogha (a “Customer Agreement”) may contain additional terms. If there is a conflict, the Customer Agreement controls for that customer and Service.
2. The Service
Choogha provides configurable business software and related support. Available modules, features, storage, users, domains, integrations, service levels, and support commitments depend on the applicable Customer Agreement and workspace configuration.
We may improve or modify the Service over time. We will not intentionally make a material reduction to contracted core functionality during a paid subscription without reasonable notice or an appropriate transition, except where required for security, legal compliance, or prevention of harm.
3. Accounts, administrators, and security
- You must provide accurate account information and keep it current.
- Credentials may not be shared between individuals.
- You are responsible for protecting your credentials and devices.
- Customer administrators are responsible for inviting users, assigning appropriate permissions, reviewing access, and removing access when it is no longer required.
- You must notify Choogha promptly if you suspect unauthorized access or a security incident involving the Service.
Actions performed through an authenticated account may be treated as authorized by the account holder and customer organization unless Choogha has been notified of a compromise.
4. Acceptable use
You must not use the Service to:
- Violate law, regulation, court order, or another person’s rights.
- Send spam, phishing, deceptive, fraudulent, or unlawful communications.
- Distribute malware or content intended to compromise systems or accounts.
- Attempt unauthorized access, security testing, scraping, or circumvention of controls.
- Interfere with Service reliability or impose an unreasonable technical load.
- Upload content you do not have the right to use, store, or share.
- Resell, sublicense, or provide unauthorized third-party access to the Service.
- Use the Service to build or benchmark a competing product without written permission.
You are responsible for the legality, accuracy, and appropriateness of your content and communications, including obtaining required consent from recipients.
5. Google Workspace connection
A workspace account owner may connect the company sender, and an authorized user may connect their own managed Google Workspace mailbox, so the Service can send customer-directed business messages. Each connection uses Google OAuth and the send-only Gmail API permission. Choogha does not use those connections to read inbox messages, contacts, drafts, mailbox history, or mailbox settings.
By connecting a mailbox, you represent that you are authorized by the mailbox owner and customer organization to grant this access. You remain responsible for message content, recipients, applicable anti-spam and privacy requirements, and compliance with Google’s terms and acceptable-use requirements.
Google may change, limit, suspend, or discontinue its APIs, and a Google Workspace administrator may block or revoke third-party application access. Choogha is not responsible for an interruption caused by Google or a customer’s Google Workspace policies, but we will make reasonable efforts to maintain supported integrations.
The connection can be removed from workspace settings. Disconnecting removes the active credential from Business Suite and initiates revocation with Google where supported.
6. Customer data and privacy
As between Choogha and the customer, the customer retains its rights in information, records, files, and content submitted to the Service (“Customer Data”). The customer grants Choogha a limited right to host, copy, transmit, process, and display Customer Data only as necessary to provide, secure, support, and improve the contracted Service, comply with law, and follow authorized customer instructions.
Each party will comply with applicable privacy and data-protection obligations. Our handling of personal information is described in the Privacy Policy. Additional data-processing terms may be included in a Customer Agreement.
7. Choogha technology and intellectual property
Choogha and its licensors retain all rights in the Service, software, designs, documentation, methods, templates, and underlying technology, excluding Customer Data. Subject to these Terms and the Customer Agreement, Choogha grants authorized users a limited, non-exclusive, non-transferable right to access and use the Service during the applicable subscription or service period.
If you provide suggestions or feedback, Choogha may use them without restriction or compensation, provided we do not identify you publicly without permission.
8. Fees and payment
Fees, taxes, payment schedules, renewal, and cancellation terms are established in the applicable Customer Agreement. Unless that agreement says otherwise, fees are non-refundable once the applicable service period or work has begun.
9. Availability, support, and third-party services
Choogha works to provide a reliable and secure Service, but maintenance, security events, network failures, third-party services, customer systems, and circumstances outside our reasonable control may cause interruptions. Specific service levels or support commitments apply only when included in a Customer Agreement.
The Service may interoperate with third-party services selected by the customer. Third-party services are governed by their own terms and privacy practices. Choogha is not responsible for third-party products or changes outside our control.
10. Suspension and termination
We may suspend access when reasonably necessary to address a security risk, prevent unlawful or harmful activity, respond to a legal requirement, address material non-payment, or stop a material breach. Where practical, we will provide notice and an opportunity to correct the issue.
Termination, export, retention, and deletion of Customer Data are governed by the Customer Agreement and applicable law. Sections that by their nature should survive termination—including ownership, confidentiality, disclaimers, liability, and governing law—will survive.
11. Warranties and disclaimers
Each party warrants that it has authority to enter into these Terms. Choogha will provide the Service with reasonable skill and care consistent with generally accepted professional practices.
Except for express commitments in a Customer Agreement and to the maximum extent permitted by law, the Service is provided “as is” and “as available.” Choogha disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Nothing in these Terms excludes warranties or rights that cannot legally be excluded.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable under these Terms for indirect, incidental, special, punitive, or consequential damages, or for lost profits, revenue, goodwill, or anticipated savings, even if advised that such damages are possible.
Unless a Customer Agreement states otherwise, each party’s aggregate liability arising from the Service during any twelve-month period will not exceed the amounts paid or payable to Choogha for the affected Service during that period. This limit does not apply to fraud, willful misconduct, infringement or misuse of the other party’s intellectual property, payment obligations, or liability that cannot legally be limited.
13. Responsibility for claims
The customer will defend and indemnify Choogha against third-party claims resulting from Customer Data, customer-directed communications, unlawful use of the Service, or a material violation of these Terms, except to the extent caused by Choogha’s breach, negligence, or willful misconduct. Any additional indemnities are governed by the Customer Agreement.
14. Governing law
These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law principles. The courts located in Vancouver, British Columbia will have exclusive jurisdiction, unless a Customer Agreement requires another dispute process or applicable law provides otherwise.
15. Changes to these Terms
We may update these Terms to reflect changes in the Service, law, or business practices. We will post the revised Terms and update the effective date. If a change materially affects an active customer’s rights, we will provide reasonable notice. Continued use after the effective date constitutes acceptance where permitted by law.
16. Contact
Questions about these Terms may be sent to:
Choogha Inc.
700–838 West Hastings Street
Vancouver, British Columbia V6C 0A6
Canada
support@choogha.com