Terms of Service

These Terms of Service ("Terms") are an agreement between you and Fastrepl, Inc. ("Char," "we," "us," or "our") that governs your access to and use of Char, the AI notepad and its assistant Charlie, including the Char apps for Mac and mobile, the websites at char.com and its subdomains, and our related services (together, the "Service"). By creating an account, downloading a Char app, or using any part of the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

Please read Section 17 carefully. If you live in the United States, it requires you and Char to resolve most disputes through individual binding arbitration rather than in court, and waives class actions and jury trials. You can opt out within 30 days.

For questions about these Terms, contact legal@char.com.

1. Who can use Char

You must be at least 16 years old to use the Service. If you use Char on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you and the organization.

You may not use the Service if you are barred from receiving it under the laws of the United States or the country where you live, including sanctions and export control laws.

2. What Char is

Char is an AI notepad that helps you capture, organize, and act on what you write down. It includes Charlie, an AI assistant that uses the context and tools you allow to answer questions and take actions on your behalf. Char runs on Mac and mobile, and you manage your account and plan on the web. You need a Char account to use it.

The app is local-first: your content is stored on your devices and synced to your account in the cloud. Charlie, your chats, your Schedules, and Charlie's memory run and are stored in the cloud, so Charlie can keep working when your devices are closed. Char is not end-to-end encrypted. Our Privacy Policy explains how we handle your data.

Some features are offered as previews or as part of a beta. They may change, be limited to some accounts, or be removed, and they may be less reliable than generally available features.

We may add, remove, or change features. When a change materially reduces functionality you pay for, we will give you reasonable advance notice.

3. Your account

You must give accurate information when you create your account and keep it up to date. Your account is personal to you: your content belongs to your account, and belonging to an organization does not give that organization or its other members access to it. You are responsible for keeping your sign-in details confidential and for everything that happens under your account. If you learn of unauthorized use, tell us right away at security@char.com.

You may delete your account at any time, as described in the Privacy Policy. After deletion, we remove your cloud-stored data, including your chats, memory, Schedules, and Charlie's computer, within the timelines the Privacy Policy describes. Copies on your devices are not affected.

4. Your content

4.1 You own your content

You keep all rights to the Pages, notes, todos, transcripts, recordings, attachments, chats, and other content you create, upload, or store in Char, to the outputs Charlie produces for you, and to the memory Char builds from them ("Customer Content"). Customer Content is yours.

4.2 The license you give us

You grant Char a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, and display Customer Content solely to provide the Service to you, including sending it to the vendors and connected apps the Privacy Policy describes. This license ends when you delete the content or your account, except for copies we must keep by law or that remain in backups until they expire.

You are responsible for your Customer Content and confirm that you have the rights needed to put it into Char and to let Charlie work on it.

4.3 We do not train AI models on your content

Char does not use Customer Content to train AI models, and the AI model providers that serve Charlie may not train on it either. The Privacy Policy explains how AI providers handle your content.

4.4 AI outputs

Charlie is an AI, not a person, and its outputs are generated by AI. They may be inaccurate, incomplete, or similar to outputs other people receive, and they are not professional advice (such as legal, medical, or financial advice). Review outputs before you rely on them, share them, or act on them. To the extent we have any rights in the outputs Charlie produces for you, we assign them to you.

4.5 Feedback

If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them to improve the Service, without crediting or compensating you.

5. Acceptable use

You agree not to:

use the Service in violation of any law, including privacy, intellectual property, consumer protection, export control, and recording and surveillance laws;
record or transcribe people without the consent the law requires (Section 7);
put content into Char, or have Charlie produce or send content, that is unlawful, defamatory, fraudulent, harassing, infringing, or harmful to minors;
use Charlie or Charlie's computer to send spam or malware, attack or probe other systems, get around another service's security or terms, or impersonate anyone;
use the Service to build a competing product, or to generate data to train AI models that compete with the Service;
try to get unauthorized access to the Service, other people's accounts, or any connected system, or get around plan limits, rate limits, or security controls;
reverse-engineer, decompile, or try to extract the source code of the Service, except where the law permits it despite this limit;
resell, rent, sublicense, or run the Service as a service bureau without our written permission; or
interfere with the integrity or performance of the Service.

We may remove content, limit features, or suspend your access if we reasonably believe you have broken these Terms or created a credible risk of harm to Char, the Service, other users, or anyone else.

6. Charlie and actions on your behalf

6.1 Approvals and autonomy

Charlie can take actions in Char, in connected apps, on the web, on Charlie's computer, and on your Mac when you allow it. You choose how much autonomy Charlie has:

Ask first (the default): Charlie prepares freely and asks for your approval before critical actions: anything that sends, publishes, pays, or deletes, or that writes to a connected app.
Keep going: Charlie acts without asking, within the access you have granted.

You are responsible for the actions Charlie takes on your behalf within the access and approval mode you choose, including actions you approve and actions taken by your Schedules. Review what Charlie prepares before you approve it. Some actions, such as sending an email or deleting something in a connected app, can't be undone. You can stop any run at any time.

6.2 Schedules

Schedules run automatically in the cloud at the times or on the events you set, including when your devices are closed, and use credits like any other chat. Built-in Schedules (such as Briefing, Tidying, Remembering, and Dreaming) run as part of the Service. Edits a Schedule makes to an existing Page are proposed for you to apply.

6.3 Other agents and your own AI accounts

When Charlie hands work to another agent (such as Devin, Cursor, or GitHub Copilot), the work runs in that provider's service, under your account with that provider and its terms. Charlie may answer that agent's questions when the answer follows from your request and you have chosen Keep going, and asks you otherwise.

If you connect your own AI provider key or subscription, Charlie's calls go to that provider under your account, and that provider's terms and charges apply.

We are not responsible for the work, charges, or actions of other agents or providers.

6.4 Charlie's computer

On the Max plan, Charlie has its own cloud computer, subject to the usage limits of your plan. You are responsible for the accounts and sites you or Charlie sign in to on it, and for following those sites' terms. Do not use it for anything Section 5 prohibits.

6.5 Computer use on your Mac

If you let Charlie use your Mac, Charlie can see and control the apps you allow. You are responsible for what you allow, and for closing anything Charlie should not see.

6.6 Awareness

On paid plans, Awareness lets Char capture activity on your Mac to build memory. Use it only on devices and accounts you are entitled to monitor, and exclude or pause it where capture would be inappropriate, such as when other people's confidential information is on your screen.

7. Recording

Char can record audio from your Mac, such as a meeting you are in, and transcribe it. You alone are responsible for getting the consent of everyone you record, as required by the laws of every place involved. Some places require everyone's consent; others require notice or one person's consent. Char shows an indicator while it records, but that does not replace your legal duty to get consent. Do not use Char to record people who have not consented.

8. Connected apps

The Service connects to services you choose, such as email, calendar, chat, and developer tools. When you connect one:

you authorize Char to exchange the data you select with that service and to act in it as you direct;
that service's terms and privacy practices apply to your use of it; and
we are not responsible for that service's outages, changes, or actions.

You can disconnect an app at any time in Settings. The Privacy Policy explains what happens to data Char stored from it.

9. Plans, billing, and refunds

9.1 Plans and credits

Char offers a Free plan and paid plans. Each plan includes an allowance of credits that Charlie uses for chats, Schedules, web searches, and other work, and may include other limits, such as the number of devices or hours of computer time. Some features, such as memory, Awareness, and Charlie's computer, are available only on certain plans. Paid plans are billed monthly or yearly. A yearly plan is charged in advance for the whole year; its credit allowance is still granted month by month. We show the price, billing period, and what is included before you subscribe.

Credits have no cash value and cannot be transferred. Credits included with a plan expire at the end of the period they are granted for; purchased credit top-ups do not expire while your account is open. When you run out of credits, Charlie stops working until your allowance renews, you buy more, or you upgrade.

9.2 Automatic renewal

Paid plans renew automatically at the end of each billing period (every month on a monthly plan, every year on a yearly plan) and we charge the then-current price to your payment method until you cancel. Before each yearly renewal, we email you at least 15 and no more than 45 days ahead with the renewal date, the price, and how to cancel. You can cancel at any time in the Char app under Settings → Billing → Manage billing, or by emailing legal@char.com.

9.3 Payment

Fees are stated and charged in U.S. dollars unless we say otherwise, and do not include taxes, which you pay where they apply. Payments are processed by our payment providers. You authorize us to charge your payment method for all fees due. If a payment fails, we may move your account to the Free plan until it succeeds.

9.4 Cancellations and refunds

Cancellation takes effect at the end of the current billing period, and you keep your plan until then. Fees already paid are non-refundable, except where the law requires a refund or we say otherwise.

If you are a consumer in the EEA, UK, or Switzerland, you have a right to withdraw from a paid plan within 14 days of buying it. By starting to use the paid plan during that period, you ask us to begin providing it right away and acknowledge that, once it has been fully provided, you lose the right of withdrawal. If you withdraw before then, we refund you minus the value of what you used.

9.5 Price changes

We may change prices. We will tell you at least 30 days before a new price applies to you, and it takes effect at your next renewal. If you do not agree, cancel before then.

9.6 Free trials and promotions

New accounts may start with a free trial of a paid plan. When a trial ends, your account moves to the plan you choose, or to the Free plan if you do not subscribe; we do not charge you without your choosing a paid plan. Promotional credits and offers have the terms we publish with them. We may end or change them, except for benefits you have already received.

10. Communications

When you give us your email address, you agree to receive:

Service messages: account, billing, security, and service notices, and notifications you set up in Char, such as reminders and approval requests;
Product updates: release notes and important changes; and
Newsletters, if you sign up for them. You can unsubscribe at any time with the link in any newsletter. Unsubscribing does not stop service messages.

11. Intellectual property

The Service, including its software, design, and branding (other than Customer Content), is owned by Fastrepl, Inc. and its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to use the Service. Some components are open source and are covered by their own licenses.

"Char," the Char logo, and related marks are trademarks of Fastrepl, Inc. Do not use them without our written permission.

If you believe content in the Service infringes your copyright, email legal@char.com with the details the U.S. Digital Millennium Copyright Act requires.

12. Suspension and termination

We may suspend or end your access to the Service:

if you break these Terms;
if the law requires it;
if we stop offering the Service or part of it, with reasonable notice where we can and a pro-rated refund of prepaid fees for the part we stop; or
if your Free account has been inactive for more than 12 months, after notifying you.

You may stop using the Service and delete your account at any time.

When your access ends, your license to use the Service ends, and we delete your cloud data as the Privacy Policy describes. Sections 4.2, 4.5, 6.1, 11, and 13 through 19 survive.

13. Disclaimers

The Service is provided "as is" and "as available." To the maximum extent the law allows, we disclaim all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not promise that:

the Service will be uninterrupted, error-free, or completely secure;
AI outputs, memory, or the actions Charlie takes will be accurate, complete, or fit for a particular purpose; or
any feature, connected app, or other agent will stay available.

14. Limitation of liability

To the maximum extent the law allows:

neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or data, or business interruption, even if told they were possible; and
our total liability arising out of or relating to these Terms or the Service is limited to the greater of (a) what you paid us in the 12 months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

These limits do not apply to liability that cannot be limited by law, such as for fraud, or for death or personal injury caused by negligence. If you are a consumer in the EEA, UK, or Switzerland, we are also liable under the statutory rules of your country for damage we cause intentionally or through gross negligence, and for breach of essential contractual obligations, limited in that last case to foreseeable damage.

15. Indemnification

You will defend and indemnify Fastrepl, Inc. and its officers, directors, employees, and agents against third-party claims arising out of (a) Customer Content you submit, (b) actions taken on your behalf by Charlie, your Schedules, or agents you hand work to, within the access you granted, (c) your breach of these Terms, or (d) your violation of any law or anyone else's rights, including recording-consent laws. This section does not apply to consumers in the EEA, UK, or Switzerland to the extent their local law does not allow it.

16. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and by the Federal Arbitration Act for Section 17. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

If you are a consumer in the EEA, UK, or Switzerland, you also keep the protection of the mandatory laws of the country where you live, and you may bring claims in your local courts.

17. Dispute resolution and arbitration

This section applies if you live in the United States, or if you are not a consumer in the EEA, UK, or Switzerland.

Talk to us first. Before starting a claim, email legal@char.com with your name, the email on your account, and a description of the dispute and what you want. We will do the same if we have a dispute with you. Both of us will try in good faith to resolve it within 60 days.

Binding individual arbitration. If we can't resolve it, you and Char agree that any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or, for organizations, its Commercial Arbitration Rules), before a single arbitrator. The arbitration may be held by video or phone, or in person in the county where you live. Fees are paid as the AAA rules provide; for consumer claims, we pay the filing and arbitrator fees beyond what you would pay to file in court. The arbitrator decides all questions about this section's scope and enforceability, except as stated below.

Exceptions. Either of us may (a) bring an individual claim in small claims court, and (b) ask a court for an injunction to stop infringement or misuse of intellectual property.

Class action and jury waiver. You and Char may bring claims against each other only individually, not as a plaintiff or class member in any class, collective, or representative proceeding, and each of us waives the right to a jury trial. If this waiver is found unenforceable for a claim, that claim (and only that claim) will be decided in court, and the rest of this section still applies.

Mass filings. If 25 or more similar arbitration demands are filed against Char by the same or coordinated counsel, the AAA's mass arbitration rules apply, and the demands may be resolved in batches.

Opt out. You may opt out of this arbitration agreement by emailing legal@char.com with the subject "Arbitration opt-out" within 30 days of first accepting these Terms or, if you already had an account, within 30 days of the date this version of the Terms takes effect, including your name and the email on your account. Opting out does not affect the rest of these Terms.

Courts. Any dispute not decided in arbitration will be brought only in the state or federal courts located in Delaware, and both of us consent to their jurisdiction, except as Section 16 provides for consumers in the EEA, UK, or Switzerland.

18. Changes to these Terms

We may update these Terms. For material changes, we will tell you by email or in the app at least 30 days before they take effect. Using the Service after that date means you accept the updated Terms; if you don't, stop using the Service and delete your account. Changes to Section 17 do not apply to disputes we already knew about before the change. The date at the top of this page shows when these Terms last changed.

19. General

Entire agreement. These Terms, the Privacy Policy, and any order form we sign with you are the entire agreement between you and Char about the Service.
Severability. If any part of these Terms is unenforceable, the rest stays in effect.
No waiver. Not enforcing a provision is not a waiver of our right to do so later.
Assignment. You may not assign these Terms without our written consent. We may assign them in a merger, acquisition, reorganization, or sale of our assets.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Notices. We send notices to the email address on your account. Electronic notices satisfy any requirement for written notice.
Relationship. These Terms do not create a partnership, joint venture, agency, or employment relationship.

App stores

If you got a Char app from the Apple App Store or Google Play, these Terms are between you and Char, not the store. The store has no obligation to provide support or maintenance for the app. To the extent the law allows, the store has no warranty obligation for the app, except that if the app fails to conform to an applicable warranty, you may notify Apple and Apple may refund the app's purchase price, if any. Char, not the store, is responsible for addressing claims about the app, including product liability, legal or regulatory compliance, consumer protection, and intellectual property claims. You must also follow the store's terms. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

20. Contact us

Fastrepl, Inc. 2261 Market Street STE 85492 San Francisco, CA 94114 United States

Email: legal@char.com Website: char.com

California users. Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952-5210.