These Chattrik Terms of Service (the “Agreement") are entered into by and between the Chattrik entity set forth below (“Chattrik") and the entity or person placing an order for, or accessing, any Services (“Customer” or “you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.
This Agreement permits Customers to purchase subscriptions to online software-as-a-service products and other services from Chattrik pursuant to Order Form(s) (defined below) and sets forth the terms and conditions under which those products and services will be provided. This Agreement includes the Additional Product Terms, incorporated by reference herein.
The “Effective Date” of this Agreement is the date that is the earliest of: (a) Customer's initial access to any Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
From time to time, Chattrik may modify this Agreement. Unless otherwise specified by Chattrik, changes become effective for Customer upon renewal of Customer's current Subscription Term (as defined below), or entry into a new Order Form. Chattrik will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email, or other means. Customers may be required to click to accept or otherwise agree to the updated Agreement before renewing a Subscription Term or entering into a new Order Form, but in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If Chattrik specifies that changes to the Agreement will take effect before Customer's next renewal or new Order Form (such as for legal compliance, product or pricing change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term on notice in writing to Chattrik and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term, commencing on the date notice of termination was received.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.
Affiliate means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such an entity.
Beta Offerings means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such an entity.
Contractor means an independent contractor or consultant.
Customer Data means any data, content or other information of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data, content or other information submitted, uploaded, instructed to be used for or imported to the Services by Customer (including from Third Party Platforms) and (b) data, content or other information provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
Customer Properties means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.
Dashboard means Chattrik's user interface for accessing and administering the Services that Customers may access via the web or the Chattrik Apps.
Documentation means the technical user documentation provided with the Services.
Feedback means comments, questions, suggestions or other feedback relating to any Chattrik product or service, including, without limitation, integrations with Third Party Messaging Apps. Feedback does not include any Customer Data.
Intellectual Property Rights include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country or other jurisdiction.
Chattrik Code means certain JavaScript code, software development kits (SDKs), application programming interfaces (APIs), other code or libraries provided by Chattrik for deployment on Customer Properties.
Laws means a written or electronic form referencing this Agreement that is used to order the Services, including, without limitation, an online registration or payment process completed through Chattrik's website. The Order Form may contain details about your order, the applicable service plan, contracted usage quantity (e.g., seats or other usage quantity metric identified in the Order Form) and Subscription Term. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement.
Order Form means certain JavaScript code, software development kits (SDKs), application programming interfaces (APIs), other code or libraries provided by Chattrik for deployment on Customer Properties.
People (in the singular, “Person") means Customer's end user customers, potential end user customers, and other users of and visitors to the Customer Properties.
Permitted User means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
Sensitive Personal Information means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA"); (iii) personal data of children under 13 regulated by the Children's Online Privacy Protection Act (“COPPA"); or (iv) any other personal data or information subject to Regulation (EU) 2016/679, the General Data Protection Regulation (“GDPR") or any similar data protection law or regulation.
Service Plan means the subscription services and other products or services ordered by Customer under an Order Form, whether on a trial or paid basis, that are made available by Chattrik online via the Dashboard or other applicable websites designated by Chattrik, including any Beta Offerings.
Services means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
Subscription Term means the term of Customer's subscription to the applicable Service(s), as defined in Section 10.1 (Term of Purchased Subscriptions).
Third Party Messaging Apps means third party messaging applications, such as WhatsApp, Facebook Messenger, Viber, and others, that customers may choose to integrate with the Services.
Virus means any software code or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software, hardware or telecommunications equipment.
2.1 Access to the Services. Subject to the terms and conditions of this Agreement, Chattrik will provide Customer access to and use of the Services as described in the applicable Order Form during the applicable Subscription Term.
2.2 Access to the Services. Subject to the terms and conditions of this Agreement, Chattrik will provide Customer access to and use of the Services as described in the applicable Order Form during the applicable Subscription Term
2.3 Subscriptions. Unless otherwise provided in the applicable Order Form, Services are purchased as subscriptions, and the Subscription Term for a Service is the period set forth in the Order Form. Except as otherwise specified in an Order Form, all subscriptions will automatically renew for periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term. The per-unit pricing during any renewal term will be the same as that during the prior term unless Chattrik has given Customer written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter. Any such notice may be provided by Chattrik as part of a general notice of price changes on the applicable Chattrik website, Dashboard, or other similar method.
2.4 Usage Limits. Services are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified in the Order Form, (a) a quantity in an Order Form refers to People; (b) a subscription permits a fixed number of People to use the Services, (c) additional subscriptions may be added during the Subscription Term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the portion of the Subscription Term remaining at the time the additional subscriptions are added, and (d) the added subscriptions will terminate on the same date as the pre-existing subscriptions.
2.5 License by Customer to Use Customer Data. Customer grants Chattrik and its Affiliates a worldwide, limited-term license to host, copy, transmit and display Customer Data as necessary for Chattrik to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, Chattrik acquires no right, title or interest from Customer or its licensors under this Agreement in or to Customer Data.
2.6 General Restrictions. Customer will not (a) permit any third party to access the Services except as permitted herein or in an Order Form, (b) create derivate works based on the Services except as authorized herein, (c) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer's own intranets or otherwise for Customer's own internal business purposes, (d) reverse engineer the Services, or (e) access the Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Services.
2.7 Additional Restrictions. Customer will not, and will not permit any third party to: (a) use the Services to send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (b) use the Services to send or store Malicious Code; (c) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (d) attempt to gain unauthorized access to the Services or their related systems or networks; (e) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (f) copy the Services or any part, feature, function or user interface thereof; (g) copy the Chattrik Code or any part, feature, function or user interface thereof; (h) frame or mirror any part of the Services, other than framing on Customer's own intranets or otherwise for Customer's own internal business purposes; (i) access the Services in order to build a competitive product or service; (j) publicly disseminate information regarding the performance of the Services; (k) use the Services or Documentation for any purpose other than its intended purpose; (l) attempt to gain unauthorized access to the Services or their related systems or networks; (m) use the Services for any purpose that is illegal or prohibited by this Agreement; or (n) otherwise use the Services in a manner inconsistent with applicable laws, rules, or regulations.
2.8 Open Source Software. The Chattrik Apps may include or be distributed with certain third-party software (“Open Source Software”) that is licensed under various open-source licenses (“Open Source Licenses"). Notwithstanding anything to the contrary in this Agreement, if there is any conflict between this Agreement and an Open Source License, the Open Source License will apply with respect to the corresponding Open Source Software. Nothing in this Agreement restricts Customer’s rights under, or grants Customer rights that supersede, the terms of any applicable Open Source License.
2.9 Third Party Components. The Chattrik Apps may include or be distributed with certain third-party software components that are not open source software and are subject to separate license terms and conditions (“Third Party Components”). Customer’s rights with respect to Third Party Components are as set forth in the applicable license agreement, and nothing in this Agreement restricts Customer’s rights under, or grants Customer rights that supersede, the terms of any applicable license agreement for Third Party Components.
3.1 Data Processing by Chattrik. All data processing activities conducted as part of the Services will be regulated by the Data Processing Addendum ("DPA") incorporated by reference herein.
3.2 Rights in Customer Data. Customer retains all Intellectual Property Rights in and to the Customer Data provided to Chattrik. Under the terms of this Agreement, Customer grants Chattrik a non-exclusive, worldwide, royalty-free right to access, use, and display the Customer Data for the purpose of providing Services to the Customer.
3.3 Storage of Customer Data. Chattrik does not offer archiving services and commits only to not intentionally deleting any Customer Data from the Services before the termination of the Customer's relevant Subscription Term. Chattrik expressly disclaims all other obligations related to storage.
3.4 Anonymized Data. Notwithstanding any contrary provision herein, Customer agrees that Chattrik may utilize certain technical and other data about Customers and People's use of the Services, or Customer Data that has been anonymized to remove personal data ("Anonymized Data"). This Anonymized Data may be used by Chattrik to analyze, enhance, support, and operate the Services during and after the term of this Agreement, and Customer consents to the anonymization of Customer Data for these purposes.
a) In General. Customer bears sole responsibility for the accuracy, content, and legality of all Customer Data. The Customer assures Chattrik that they have all necessary rights, consents, and permissions to collect, share, and use all Customer Data as outlined in this Agreement. This includes granting Chattrik the rights under Section 3, and ensuring that no Customer Data violates or infringes upon third-party Intellectual Property Rights, publicity, privacy, or other rights; any Laws; or any terms of service, privacy, or other policies governing the Customer Properties or Customer's accounts with any Third-Party Platforms. The Customer is fully accountable for any Customer Data submitted to the Services by any individual, as if it were submitted by the Customer.
b) No Sensitive Personal Information. Unless expressly agreed otherwise in writing through a business associate agreement for HIPAA data, the Customer agrees not to utilize the Services for the collection, storage, processing, or transmission of any Sensitive Personal Information. The Customer acknowledges that Chattrik is not a payment card processor and that the Services are not PCI DSS compliant. Except for Chattrik's obligations under any business associate agreement entered into with the Customer, the Customer is responsible for any Sensitive Personal Information submitted to the Service, and the Customer acknowledges that Chattrik is not subject to any additional obligations that may apply to any Sensitive Personal Information submitted to the Services.
c) Compliance with Laws. The Customer commits to complying with all applicable Laws in their use of the Services. Without limiting the foregoing, the Customer will refrain from engaging in any unsolicited advertising, marketing, or other activities using the Services that violate, to the extent applicable, the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003, or any other applicable anti-spam laws and regulations.
d) Disclosures on Customer Properties. The Customer acknowledges that the Chattrik Code associates a unique cookie ID with each individual accessing the Customer Properties, allowing Chattrik to provide the Services. The Customer must include a link to a privacy policy on each Customer Property, disclosing the use of third-party tracking technology by the Customer to collect data about individuals. This policy must outline how, and for what purposes, the collected data will be used or shared with third parties. The Customer is also responsible for providing individuals with clear and comprehensive information about the storing and accessing of cookies or other information on their devices, where such activity occurs in connection with the Services and as required by applicable Laws. For clarity, the Customer, not Chattrik, is solely responsible for obtaining the necessary clearances, consents, and approvals from individuals under all applicable Laws.
Indemnification by Customer. The Customer will indemnify, defend, and hold harmless Chattrik from any and all third-party claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) arising from or relating to any Customer Data, the Customer's use of a Third-Party Messaging App, Third-Party Platform, or breach or alleged breach by the Customer of Section 3.5 (Customer Obligations). This indemnification obligation is subject to the Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for the Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation from Chattrik at the Customer's expense. Despite the preceding sentence, (a) Chattrik may participate in the defense of any claim by counsel of its choosing, at its cost and expense, and (b) the Customer will not settle any claim without Chattrik's prior written consent, unless the settlement fully and unconditionally releases Chattrik and does not require Chattrik to pay any amount, take any action, or admit any liability.
a) In General. The accuracy, content, and legality of all Customer Data are the sole responsibility of the Customer. Chattrik requires the Customer to assure and guarantee that they possess all necessary rights, consents, and permissions to collect, share, and utilize all Customer Data in accordance with this Agreement (including granting Chattrik the rights under Section 3). Furthermore, the Customer assures that no Customer Data will violate or infringe upon: (i) any third-party Intellectual Property Rights, publicity, privacy, or other rights, (ii) any Laws, or (iii) any terms of service, privacy, or other policies, and/or any other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms. The Customer will bear full responsibility for any Customer Data submitted to the Services by any individual, as if it were submitted by the Customer.
b) No Sensitive Personal Information. Unless expressly agreed otherwise in writing and by entering into a business associate agreement for HIPAA data, the Customer agrees not to use the Services for the collection, storage, processing, or transmission of any Sensitive Personal Information. The Customer acknowledges that Chattrik is not a payment card processor and that the Services do not comply with PCI DSS. Except for Chattrik's obligations under any business associate agreement with the Customer, the Customer is responsible for any Sensitive Personal Information submitted to the Service, and the Customer acknowledges that Chattrik is not subject to any additional obligations that may apply to any Sensitive Personal Information submitted to the Services.
c) Compliance with Laws. The Customer agrees to adhere to all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, the Customer will refrain from engaging in any unsolicited advertising, marketing, or other activities using the Services, including, but not limited to, activities that violate, to the extent applicable, the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003, or any other applicable anti-spam laws and regulations.
d) Disclosures on Customer Properties. The Customer acknowledges that the Chattrik Code associates a unique cookie ID with each person accessing the Customer Properties, enabling Chattrik to provide the Services. The Customer must include, on each Customer Property, a link to a privacy policy disclosing the use of third-party tracking technology by the Customer to collect data about individuals and how, and for what purposes, the collected data will be used or shared with third parties. The Customer must also provide individuals with clear and comprehensive information about the storing and accessing of cookies or other information on their devices, where such activity occurs in connection with the Services and as required by applicable Laws. For clarity, as between the Customer and Chattrik, the Customer will be solely responsible for obtaining the necessary clearances, consents, and approvals from individuals under all applicable Laws.
5.1 Integration with Third-Party Platforms. Chattrik's Services may facilitate integrations with select Third-Party Platforms. The Customer has the option to import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. To enable communication between the Services and Third-Party Platforms, the Customer may need to provide credentials, allowing the Services to access and retrieve relevant information. By activating the Services with any Third-Party Platform, the Customer grants Chattrik authorization to access the Customer's accounts with such Third-Party Platform for the purposes outlined in this Agreement. The Customer assumes sole responsibility for compliance with the terms and conditions of the Third-Party Platforms and must maintain valid accounts with the providers of these platforms. It is acknowledged and agreed that Chattrik bears no responsibility or liability for any Third-Party Platform, including beta releases, pre-release features, or how a Third-Party Platform utilizes or processes Customer Data post-export. Chattrik does not guarantee the continued integration of the Services with any Third-Party Platform, and Chattrik reserves the right to disable integrations at any time, with or without notice to the Customer. For clarity, this Agreement governs the Customer's usage and access to the Services, even when accessed through integrations with Third-Party Platforms.
5.2Third-Party Messaging Apps. The Customer affirms that they have accepted the terms of service associated with any Third-Party Messaging App(s) and has either created or authorized Chattrik to create, on the Customer's behalf, a Third-Party Messaging App account in accordance with those terms and conditions. Chattrik holds no liability for the Third-Party Messaging App's network, functionality, clients, and APIs; this responsibility lies solely with the Third-Party Messaging App provider.
6.1 Chattrik Technology. This agreement constitutes a subscription for access to and use of the Services. The Customer acknowledges that they are acquiring only a limited right to the Services, and despite the use of terms like "purchase" or "sale" in this Agreement, no ownership rights are transferred to the Customer. The Customer agrees that Chattrik and its suppliers retain all rights, title, and interest (including Intellectual Property Rights) in and to the Services, Documentation, integrations, and any related technology, documentation, or derivative works (collectively referred to as "Chattrik Technology"). ExceptFees and Payment. All fees are detailed in the applicable Order Form and must be paid by the Customer within thirty (30) days of the invoice date, unless (a) the Customer is using a Recurring Payment Method (as defined below) or (b) otherwise specified in the Order Form. Chattrik reserves the right to adjust pricing for any service plan and/or Service(s) to the then-current list price at the commencement of any renewal term. as explicitly outlined in this Agreement, no rights in any Chattrik Technology are granted to the Customer.
6.2Feedback. The Customer may, from time to time, provide Feedback to Chattrik. Chattrik is free to use or exploit Feedback in connection with the Services and Chattrik Technology. The Customer hereby grants Chattrik a perpetual, non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to utilize, sell, reproduce, modify, distribute, publicly display and perform, disclose, and commercially exploit the Feedback.
a) Monthly Subscription Term. For a month-to-month subscription, the Subscription Term will renew automatically on a monthly basis, considering each successive month as a "renewal term." The Customer may cancel a month-to-month subscription at any time through the "Settings" page in the Dashboard, with the effective termination date being the last day of the ongoing renewal term.
a) Yearly or Multi-Year Subscription Term. For a yearly or multi-year subscription, the initial Subscription Term is specified in the Order Form. The Subscription Term will renew automatically for additional successive twelve-month periods (each a "renewal term"), unless either party provides written notice of non-renewal at least thirty (30) days before the initial Subscription Term or then-current renewal term expires. The Customer must send written notice of non-renewal to [email protected]
a) Baseline Monthly Fee. Chattrik will charge the Customer the monthly subscription fee in advance of each billing period. The fee is based on the contracted quantity of full seats purchased for the applicable service plan plus any upgrades (e.g., Proactive Support Plus), if applicable. In addition to the monthly subscription fee, the invoice may include fees for one-time services (e.g., onboarding services) ordered by the Customer.
b) Changes to Contracted Usage. If the contracted usage quantity (e.g., number of full seats, resolutions, or channel usage) or service plan changes during a billing period, the monthly subscription fee will be prorated accordingly from the effective date of the change.
c) Additional Usage Charges. Besides the monthly subscription fee, if the Customer uses any Services subject to additional usage charges, or if the actual usage exceeds the contracted quantity, additional usage fees will be charged. These charges will be calculated based on published pricing and/or applicable unit prices specified in the Order Form. Charges for Services with additional usage fees will be billed in arrears in the subsequent invoice received after the charges were incurred.
Seats. Regarding charges for full seats, if the Customer exceeds the originally contracted quantity, the additional seats activated will be billed as additional usage charges. In the month of activation, charges will be prorated from the effective date of the change and included in the next invoice. Subsequently, these additional usage charges will be pre-billed monthly as long as the additional seats remain activated, unless the Order Form specifies otherwise. The Customer can reduce the then-current full seat quantity at any time (but not below the originally contracted quantity). In such cases, the Customer will receive a credit for the prorated portion of the pre-paid additional usage charges for the number of days the removed seats were not activated during the contract month.
d) Taxes. Except as expressly stated in this Agreement, all fees are non-refundable. The Customer is responsible for paying all Taxes, and these Taxes are not included in any fees outlined in the Order Form. Chattrik will invoice the Customer for Taxes and any legally required fees arising from the Customer's use of Services if Chattrik believes it has a legal obligation to do so. The Customer must pay these Taxes and fees if invoiced. If the Customer is obligated by Law to withhold any Taxes from their payment, the fees payable will be increased so that, after withholdings, Chattrik receives an amount equivalent to the amount it would have received without withholdings. Late payments are subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
a) Recurring Billing Authorization. By providing Recurring Payment Method information and agreeing to purchase Services, the Customer authorizes Chattrik (or its designee) to automatically
8.1 Term. This Agreement becomes effective on the Effective Date and remains in force until the expiration of the last Subscription Term under any Order Form, unless terminated earlier as outlined in this Agreement.
8.2 Termination for Cause. Either party has the right to terminate this Agreement, including all related Order Forms, under the following conditions: (a) failure to remedy a material breach (including non-payment of fees) within thirty (30) days after receiving written notice; (b) cessation of operation without a successor; or (c) seeking protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or similar proceeding, or if such a proceeding is initiated against that party and not dismissed within sixty (60) days.
8.3 Effect of Termination. Upon expiration or termination of this Agreement, the Customer must cease all use and access to the Services (including any related Chattrik Technology) immediately. Additionally, the Customer should delete (or, upon Chattrik's request, return) any copies of the Documentation, Chattrik passwords or access codes, and any other Chattrik Confidential Information in their possession. The Customer acknowledges that after termination, they will no longer have access to any Customer Data input into the Service, and Chattrik may delete such data at any time. The exercise of any remedy, including termination, by either party, will not prejudice any other remedies available under this Agreement, by law, or otherwise.
8.4 Survival. Certain sections, including but not limited to Sections 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 2.10 (Beta Offerings), 3.3 (Storage of Customer Data), 3.4 (Anonymized Data), 3.6 (Indemnification by Customer), 6 (Ownership), 7.2 (Fees and Payment), 7.3 (Payment Via Recurring Payment Method), 8.3 (Effect of Termination), 8.4 (Survival), 9.2 (Warranty Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Confidential Information), and 16 (General Terms) will survive any expiration or termination of this Agreement.
9.1 Limited Warranty. Chattrik warrants, solely for the benefit of the Customer, that each Service will operate substantially in line with the relevant Documentation. If a breach of this warranty occurs, Chattrik's sole liability (and the Customer's sole remedy) is, at no cost to the Customer, for Chattrik to make commercially reasonable efforts to rectify the reported non-conformity. If such remedy is impracticable, either party may terminate the applicable Subscription Term, and the Customer will receive a refund of any pre-paid fees for the unused portion of that Subscription Term. This warranty does not apply if the claim is not made within thirty (30) days of the date the non-conformity was first noticed, if the error results from misuse, unauthorized modifications, or third-party hardware, software, or services, or if Services are used on a trial, beta, or evaluation basis.
9.2 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL SERVICES ARE PROVIDED "AS IS." NEITHER CHATTRIK NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CHATTRIK DOES NOT WARRANT THAT THE CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES CHATTRIK WARRANT THAT IT WILL REVIEW CUSTOMER DATA FOR ACCURACY. CHATTRIK IS NOT LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR FAILED TO BE SENT USING THE SERVICES. CHATTRIK IS NOT LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, THIRD-PARTY APPS, OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF CHATTRIK. THE CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
The Services are available subject to Chattrik's Service Level Agreement (“SLA").
Throughout the Subscription Term of each Service, Chattrik will provide end-user support in accordance with Chattrik's Support Policy (“Support Policy").
12.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
12.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO CHATTRIK UNDER THE AGREEMENT GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
12.3 Excluded Claims. "Excluded Claims” means any claim arising (a) from Customer's breach of Section 2.7 (General Restrictions); (b) under Section 3.5 (Customer Obligations) or 3.6 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 14 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service or relating to Customer Data).
12.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed its essential purpose.
12.5 Applicable Law. The limitations on liability under this Section 12 will not apply to the extent such liability cannot be limited under applicable law.
Chattrik will defend the Customer against any third-party claim alleging that a Service used as authorized under this Agreement infringes any Intellectual Property Rights. Chattrik will indemnify and hold harmless the Customer from any damages and costs awarded against the Customer or agreed upon in settlement by Chattrik, including reasonable attorneys' fees, resulting from such claim. Chattrik's indemnification obligations do not apply to claims arising from unauthorized use, modification by a party other than Chattrik, combination with non-Chattrik products, services, or unauthorized use of Third-Party Messaging Apps. This Section 13 outlines Chattrik's and its suppliers' sole liability and the Customer's sole and exclusive remedy concerning any claim of intellectual property infringement.
Each party agrees that all code, inventions, know-how, business, technical and financial information obtained from the other party constitutes the confidential property of the disclosing party ("Confidential Information"). The Receiving Party agrees to hold such information in confidence, not disclose it to third parties, and not use it for any purpose other than fulfilling its obligations under this Agreement. Certain exceptions to confidentiality apply, including if the information becomes public knowledge through no fault of the Receiving Party or is independently developed by the Receiving Party's employees. The parties acknowledge that the unauthorized disclosure of Confidential Information may cause substantial harm, and the Disclosing Party may seek equitable relief in addition to other remedies.
Chattrik may use the Customer's name to identify them as an Chattrik customer of the Services, subject to the Customer's prior written consent. The use of the Customer's name will be in accordance with any written guidelines provided by the Customer, and it shall not be considered an endorsement of the Services by the Customer.
This response covers the specified sections of the agreement. If you have further requests or specific sections you'd like me to focus on, please let me know.
16.1 Assignment. This Agreement applies to and benefits each party's permitted successors and assigns. No party may assign this Agreement without the advance written consent of the other party, except for assignment in connection with a merger, reorganization, acquisition, or transfer of substantially all assets or voting securities. Any unauthorized attempt to transfer or assign this Agreement will be void.
16.2 Severability. If any provision of this Agreement is deemed unenforceable or invalid by a court of competent jurisdiction, it will be limited to the minimum extent necessary, and the rest of the Agreement will remain in effect.
a) Direct Dispute Resolution. Parties will first attempt to resolve disputes through good faith negotiations. If unsuccessful, the Dispute may be resolved in a court of law.
b) Choice of Law and Jurisdiction. For claims not subject to the Dispute Resolution provision, Customer agrees to submit to the personal and exclusive jurisdiction of the state and federal courts in San Francisco County, California, with California law governing any disputes.
c) Construction and Joinder. The Agreement must be construed as if jointly written. Both parties agree to bring or participate in claims only in their respective individual capacities, not as plaintiffs or class members in any purported class. No class arbitration proceedings are allowed.
d) Injunctive Relief. Chattrik may seek injunctive remedies in any jurisdiction notwithstanding the dispute resolution provisions.
16.4 Notice. Notices under this Agreement must be in writing and deemed received based on the chosen communication method. Electronic communication satisfies legal requirements for written communication.
16.5 Amendments; Waivers. Any modification to this Agreement is valid only if executed in writing by authorized representatives of both parties. No waiver is implied from conduct, and waivers must be in writing to be effective.
16.6 Entire Agreement. This Agreement supersedes all prior written and oral agreements, canceling previous communications. Customer acknowledges that Services may be updated with changes reflected in the Documentation.
16.7 Force Majeure. Neither party is liable for delay or failure to perform obligations (excluding payment) due to unforeseen events beyond reasonable control.
16.8 Subcontractors. Chattrik may use subcontractors to provide Services, ensuring compliance with this Agreement and Data Processing Addendum (DPA).
16.9 Subpoenas. Chattrik may disclose Customer Data as required by law, subpoenas, or court orders, with reasonable efforts to notify Customer.
16.10 Independent Contractors. The parties are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship.
16.11 Export Control and Economic Sanctions. Parties agree to comply with export control and economic sanctions laws. Customer must not use Services in violation of U.S. export control laws.
16.12 Government End-Users. If the Customer is a U.S. Government entity, use of Services is restricted by applicable federal laws.
16.13 Counterparts. This Agreement may be executed in counterparts, each considered an original, and all together constituting one agreement.
Please note that this is a summarized interpretation, and for legal purposes, it's advisable to consult with legal professionals for a comprehensive understanding of the terms and implications of the agreement.