Romania
STARTUP WORKSPACE SRL
Email: suport@chat.ro
Telefon: +40 123 456 789
Bdul. Mamaia 158 Et. 3, Constanta / CUI 47607735
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General Terms and Conditions
By accepting these tems you represent thatbthey have reached the age of majority where you live or reside otherwise your consent is only valid with the approval of your legal representative, which must be obtained before starting to use our CHAT.RO BY USING THE SERVICES IN ANY WAY, YOU HEREBY AGREE TO THESE TERMS OF SERVICE.
These General Terms and Conditions acceptance gives us your consent to be contacted through various means Of comunication, including but not limited to telephone, email and chat, for the purpose of providing you with relevant information about our products or sevices, as well as to address any inquiries or requests you may have.
As per legal, we recognize your right to manage your communication preferences with us. If any time you wish to unsubscribe from opur communications or restrict the way we communicate with you, you maay do so by sending an email to office@sw.io from the email address associated with your account, clearly indicating your request to opt of certain communication channels or all future reserves the right to modify these conditions at any time, as well as any other applicable conditions by informing the Client. The Client shall have the right to terminate this contract if he does not agree with the new conditions.
Definitions in this Terms of Service: TERMS OF SERVICE means the most recent version of this document at the time of using this chat.
“General Terms and Conditions” or “Terms of Service”” means these Terms of Service and the General Terms and Conditions “Admin user” means those individuals using the admin surface of our chat who are associated to our Client s and oversees admin tasks as regards our chat solutions; “Business user” means thise natural persons using the application, who are associated to our Clients in any kind of relationship (such as employees, subscribers, clients; other interested parties, suppliers, commercial agents of the Client s) and registered or subscribed using a Client s’ related email address on our Client s’ social platforms or own website, alternatively received an invitation from his/her workspace, the Client , for registration and subscription purpose. “Chat” means this Chat’s proprietary conversational, artificial intelligence powered Client support assistant. “Client” means the client indicated on the General Terms and Conditions, all individuals who interacts with our chat directly or indirectly on our platform, either using their e-mail address, phone number or social network profile; “Channel” means the communication or messaging channel(s) specified in these Terms. “Content” means the entire chat and all the information, application, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through this chat; “Confidential Information” means all nonpublic information, including, but not limited to, trade secrets, computer programs, technical drawings, algorithms, formulas, processes, ideas, inventions (patentable or not), other technical or business information, physical samples, financial, business, sales information, know-how, terms of General Terms and Conditionss, negotiations or proposals, all data, and such other information disclosed by Application in whatever form and which (i) is known by the receiving party (Client , Authorized-User, Guest-User or any other Client ’s authorized representative) to be confidential; (ii) under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked by the disclosing party as “Confidential” or otherwise is marked as or stated to be confidential. Confidential Information may not be used, published, or redistributed by the receiving party without the prior written consent of Application. “Conversation” means a single instance of a conversation between any End User and the chat on any Channel. For the avoidance of doubt, each new or renewed conversation between any End User and the chat on any Channel (even the same channel) shall be a separate Conversation. “Data” means information or content uploaded, posted, transmitted or otherwise made available by Users or for the purpose of operating our chat by Clients via our chat, including messages, files, comments, custom applications, writen by Users, profile information, username, metadata and token data, avatar, country, language, contact, information, phone number, e-mail address, individualID, internal ID, position, workplce given by our Client s and Clients; “End User” means end users of Client who access the Services through the Channel. “End User Data” means any data relating to End Users which Client receives, procures, gathers, stores, processes or has access to, which may include Personal Data “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents and inventions; (b) trade-marks; (c) Internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world. “Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. “Pattern Data” means non-personally identifiable information, data and reports derived from or compiled through the Services, including but not limited to demographics data, mobility patterns, location data and trend data such as aggregated data and statistics indicating frequency of use and popularity of the services. For greater certainty, Pattern Data is data that does not identify a specific Client or its End Users and is data which does not relate to a specific Client ’s business (including data relating to a specific Client ’s locations that receive the Services). “Personal Data” shall have the meaning as set out in our Privacy General Terms and Conditions, which is available …. “Proprietary Rights” represent reservation rights on site www.chat.ro and here the chatbot feature resides, is protected by law, including, but not limited to, UE and US copyright law and international treaties. Chatbot contents, including, without limitation; application, pictures, graphics, source code, and other files as well as the selection and arrangement thereof are copyrighted materials of SW or its licensors, all rights reserved. The trademarks, service marks, trade names, and logos, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the "Trademarks") used and displayed in the chatbot are registered and unregistered trademarks, service marks and/or trade dress of SW or its licensors, and users may not copy, imitate or use the Trademarks, in whole or in part, for any purpose, including without limitation in any marketing or advertising materials. Subject to the limited rights expressly granted hereunder, SW or its licensors, as applicable, reserve all rights, title, and interest in and to the chatbot, the aggregated statistical data collected, and all related intellectual property rights. No rights are granted to users hereunder other than as expressly set forth herein. “Restrictive Sanctions” as per herein General Terms we consider any “Site” means www.chat.ro . “Services” has the meaning given to it herein attached ”Consultation Services” means the support and services set out in the applicable Statement of Work (if any). “Term” means the period of the Initial Term and any subsequent Renewal Term. “You” means Client or End User or any other user of the Site or Services. License License Grant.
The Services are protected by copyright, trade secret, and other Intellectual Property Rights laws. Chat.ro grants a limited, non-exclusive, non-transferable right and license to use the Services and Software Service during the Term set out herein and accepted by chat.ro in accordance with the terms and conditions of this Terms of Service. You shall not have a right to use the Services in the absence of an agreed and executed request. Except for rights expressly granted hereunder, we reserve all other rights, title and interest in and to the Services and the underlying technology and Intellectual Property Rights used to provide service. Client understands that we shall have the right to maintain, enhance or otherwise modify the Services and technology unless specific permissions are granted to Client in a separate General Terms and Conditions with it.
Services Restrictions. You shall use all Services contemplated in this Terms of Service and shall not directly or indirectly license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or, save as expressly permitted by this Terms of Service, otherwise make the Services available to any third party including making the Services available through any file-sharing method or any application hosting service. You shall not, except to the extent expressly agreed upon in writing by us with Client : modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on our technology except to the extent expressly agreed upon in writing by us with Client or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; circumvent any user limits or other use restrictions that are built into the Services; remove any proprietary notices, labels, or marks from the Services or the technology; access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services; or use the Services in a manner that: Infringes or violates the Intellectual Property Rights or any other rights of anyone else (including this app); Violates any law or regulation, including any applicable export control laws; Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; Attempts, in any manner, to obtain the password, account, or other security information from any other user; Violates the security of any computer network, or cracks any passwords or security encryption codes; or Runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while Client are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure).
Third Party Software. The technology underlying the Services may incorporate and embed software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Services falls under the scope of this Terms of Service. Such third party software is licensed; not sold and will be provided to Client on the license terms of this General Terms and Conditions unless additional or separate license terms apply as indicated at the time of account access. Services Services. During the Term and subject to there being a TERMS AND CONDITIONS in place between Client and The chat shall provide the following services (“Services”) to Client in accordance with and subject to the terms and conditions set forth in this Terms of Service and the applicable TERMS AND CONDITIONS: Client -branded responses to End-User queries using the Bot through the Channels in the Language, as more fully described in the TERMS AND CONDITIONS; and
Such other related services as may be expressly agreed between Client and us from time to time as set out herein or subsequent Terms and Conditions updated.
Consultation Services. If so specified herein, during the Term, we shall provide the Consultation Services to Client in accordance with and subject to the terms and conditions set forth in this Terms of Service.
Restrictions. Without limiting any other provision of this Terms of Service, Client agrees that Client will not (and will not allow any third party to), either directly or indirectly: disseminate, market, license, sublicense, let, rent, give somebody the loan of, or sub-authorize any element of the Software Service API to any third party save as otherwise expressly provided in this Terms of Service; reverse engineer, decrypt, decompile, decode, disassemble, or in any other way try to procure the human decipherable form of the Services; undertake any benchmark trials using all or any part of the Software Service API; remove any copyright notices, ownership labels or classified legends placed upon or found within the Services; or indulge in any action with the Software Service API that meddles with, disturbs, destroys, or accesses in an unlawful way the server networks, connections, records, or other assets and tools or services of services or any related third party.
End User Data Terms. To the extent the Services collect, procure, gather, store, process or have access to any End User Data, Client is solely responsible for obtaining the requisite permission from End Users for use of their End User Data in connection with the Services. Client agrees that it will not request credit card or banking information from its End Users through the Services unless otherwise expressly permitted in an legal request. Should an End User submit credit card or banking information to the Services, we shall use all reasonable measure to protect the security of such information in compliance with the Payment Card Industry (PCI) Data Security Standard. Accuracy of End User Data. The services does not represent, warrant or undertake that the End User Data available through the Services will at all times be accurate, error-free, up-to-date or complete.
Access and the use of the Services
When creating an Account and during the term of the General Terms and Conditions, you must provide and keep the Account information true, accurate, current, and complete about yourself as requested to create and maintain the Account.
If you are the party that accepted the General Terms and Conditions and you re-assign your Account to an authorized entity or person for administration purposes, or appoint an authorized entity or person to act as an administrator while retaining ownership of the Account, such re-assignment or appointment does not relieve you of your obligations under the General Terms and Conditions and your use of the Services will continue to be subject to them.
The Client further agrees and acknowledges that access to, and the usage of the Services is subject to specific limits established by Application. Our Services can be accessed solely by logging in to the Services on a particular Site. Every Client is assigned credentials for identifying and authenticating Authorized-Users in the Services (except the Services in which Authorized-Users are not required) and the Services is restricted to the specified number of individual Authorized-Users permitted under the Client ’s Account to the subscribed Services. Additionally, the Client may authorize Guest-Users to access specific features of the Account under limited and conditional terms as defined in this General Terms and Conditions.
The individual Authorized-User’ and Guest Users’ login data for the Services shall only be used by one (1) designated individual Authorized-User or Guest-User and may not (i) be passed on or used by others or several Authorized-Users or Guest-Users at the same time, or (ii) shared or used by more than one Authorized-User or Guest User, but that Authorized-User’s or Guest-User’s credentials may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services or specific features of the Account. New and/or additional Authorized-Users or Guest-Users, must be notified in writing (including electronically) by you to Application in advance so that individual login data can be provided to each Authorized-User or Guest-User and, if necessary, the subscription fee re-calculated. You are solely responsible for the proper protection and storage of assigned password and log-in (credentials).
The Client , its Authorized-Users and Guest-Users are responsible for maintaining the confidentiality of all of the Authorized-Users and Guest-User credential information for the Client ’s Account. Application may monitor the number of Authorized-Users or and Guest-Users allowed under your Account for subscribed Services or features of the Account and to track your usage of the Services to ensure compliance with this General Terms and Conditions. If you exceed the established usage limits or if Application determines, in its sole discretion, that your use is excessive, abnormal or would adversely affect the operation of the Services, Application shall be entitled to (i) charge you at the current list price for any additional Services and Account subscription required to cover the excessive usage; and (ii) immediately limit, suspend or terminate your License or any Services. Application may, at its sole discretion, provide advance notice before such actions, but is not obligated to do so. You shall be solely responsible for all costs and damages arising from such excessive usage, including any additional charges. The Client , its Authorized-Users and Guest-Users are responsible for maintaining the confidentiality of all credential details for the Client ’s Account.
Guest-Users are granted access for specific purposes, such as training, collaboration, or evaluation, as authorized by the Client . Guest-User access does not confer the same rights as those granted to Authorized-Users and is subject to restrictions as specified by Application.
The Client must be at least sixteen (18) years of age to be able to register and access an Account. Application does not knowingly provide the Services to any person under the age of sixteen (18). In the event that it comes to our knowledge that a person under the above mentioned age is accessing or using the Services, with no liability whatsoever towards such person, we will prohibit and block such Account without any prior notice and we will make all efforts to promptly delete any data with regard to such Account.
You are responsible for compliance with the provisions of the General Terms and Conditions by you, Authorized-Users, Guest-Users and End-Users and for any and all activities that occur under your Account. Without limiting the foregoing, you are solely responsible for ensuring that the use of the Account and the Services to store and transmit Client Data is compliant with all applicable laws and regulations, as well as any and all privacy policies, General Terms and Conditionss or other obligations you may maintain or enter into with Authorized-Users, Guest-Users or End-Users. You must ensure that your Authorized-Users, Guest-Users, End-Users, contractors, and other authorized representatives are trained on their responsibilities under this General Terms and Conditions, including applicable Order Forms, Services descriptions, and Help Center guidelines. This training should cover lawful and compliant use of the Services.
You are also solely responsible for obtaining the authorizations, licenses and consents, if and as required by any applicable law, to make the Services available to End-Users. When you provide any Client Data to Application, you (whether you are the Client or the administrator operating on behalf of the Client ) represent and warrant that you have full authority to provide us with such Client Data and its submission and use, as you authorize herein, will not violate (i) any applicable law, (ii) any third-party intellectual property, privacy, publicity, or other rights, or (iii) any of your or third-party policies or terms governing your Client Data.
Parties acknowledge and agree that Services shall be accessible from the moment the subscription process is finalized which commences data processing activities under Account compliant with the Data Processing Addendum. We collect, use and disclose Client Data, information related to the Account and any form of communication with Application in line with our Privacy General Terms and Conditions, which you acknowledge.
The Client understands and has become familiar with the technical requirements necessary to access and use the Services and has no objections in respect thereof. The Client is aware of risks and threats connected with electronic data transmission.
Application may make available Supporting Applications via Marketplace. If Client elects to procure a Supporting Applications, the terms and conditions regarding its use or receipt of the Supporting Applications are between Client and the provider of those Supporting Applications and any exchange of data between Client and such third-party provider is solely between Client and the applicable provider. Any questions, concerns or disputes that arise based on Client ’s use of Supporting Applications should be addressed with the provider of such Supporting Applications. Application does not warrant, or support Supporting Applications, whether or not they are designated by Application as developer or otherwise. Application is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such Supporting Applications or its provider. Application cannot guarantee the continued availability of any functionality or feature that is made available as the outcome of integration with any Supporting Applications and may cease providing them without notice and without entitling the Client to any refund, credit, or other compensation. Use of such Supporting Applications remains volunteer for all Client s therefore Application considers use of such Supporting Applications as optional and not being a part of Services.
Updates Services Updates. The chat will inform Client of any planned material changes or upgrades to its Software Service API or Services by sending an email notification at least thirty (30) days prior to the changes coming into effect. In case of any emergency, unplanned modifications or updates, or a minor change to its Software Service API or Services, The chat will send Client a notification by email as soon as time permits informing Client of the date when such changes or updates become effective.
ACCEPTABLE USE GENERAL TERMS AND CONDITIONS
You are solely and strictly liable for Client Data any activity that occurs under your Account and you also agree not to access, or attempt to access, other Client ’s Accounts and/or any data of other Client s. Furthermore, you are solely responsible for your Client Data and the consequences of posting or publishing them, through the Services, in any way. Additionally, you understand and agree that Chat shall have no responsibility or liability whatsoever for Client Data and other materials and copyrightable materials such as literary works, Services, images, photos, videos, and any other materials, which as part of Client Data may be submitted, provided, generated, created in whatsoever form by the Client , its Authorized-Users, Guest-Users and/or its End-Users to or in the Services.
You exclusively own and reserve all rights, titles, and interest to your Client Data, subject to our worldwide, non-exclusive and royalty-free right to use, process, disclose and transfer only as necessary to provide the Services to you and/or otherwise permitted by the General Terms and Conditions.
Chat is not responsible for the way you use the Services and Client Data. We do not access, view, disclose or monitor Client Activities, or any data, content uploaded to or created within the use of the Services, or use of the Services stored within your Account, including personal or proprietary information (“Client Data”), except as allowed by the General Terms and Conditions, including the following temporary Entry circumstances: (i) to perform specific Account activities or respond to requests as directed by the Client or by Authorized-Users and Guest-Users solely to the extent necessary to support a request; (ii) to maintain the operational functionality of our Services, including but not limited to, performing maintenance, backups, technical issues or troubleshooting; (iii) when required by law or in response to a legitimate legal requests from law enforcement, authorized government authorities, subpoenas, court orders, or other judicial or administrative process as indicated in our Privacy General Terms and Conditions, in which case we will notify you about such Entry unless prohibited by law; (iv) to ensure the security of the Services or compliance with our policies, such as when automated tools analyze metadata to detect violations, prevent fraud, safeguard systems, individuals, or meet legal requirements.
You must use your Account and the Services complying with applicable law, the General Terms and Conditions, Services description, and any guidelines in our Help Center. In particular and without limitation,you agree not to use the Services to transmit or store any content or communication or engage in any activity that is illegal, harmful, deceptive, unsolicited, or violates the rights or otherwise poses a threat to the public. This includes, but is not limited to actions that infringe or any copyright, patent, trademark, trade secret, or other intellectual property rights of others, or otherwise cause Chat to become unable or impaired in its ability to provide the Service, including:
Interference with the Services or negatively impacting any aspect of the Services or any third-party networks linked to the Services, infringing the rights of any third-party, breaching the terms of use of any Third-Party Services or Third-Party Components linked or connected to the Service, or disrupting the integrity or performance of the Services, including without limitation endangering, interfering with, compromising or circumventing the privacy, use, and/or security of the Services, submitting data or content that may contain viruses or other harmful components;
Hindering the functionality of the Services, including reverse engineering, hacking, copying, translating, disassembling, or decompiling of the Services, or creating derivative works in whole or in part, based on them.This also includes attempting to gain unauthorized access to the Services (or any portion thereof), or related Chat’s systems, networks, or data;
Creating a false identity or any attempt to mislead others as to the sender, or the origin of any data or communications, or masking the origin of any data, content, or other information you submit as well as creating or distributing content through our Services that misinforms, misrepresents, or otherwise misleads others. This includes “spoofing,” “phishing,” manipulating headers or other identifiers, impersonating others, or accessing the Services via another Client ’s Account without their permission;
Using Services in a way that violates the rights or freedoms of others or breaches any laws.This includes failing to inform End-Users about the usage of the Services, as well as failing to obtain required consent for transmitting, recording, collecting, or monitoring data or communications, and sharing offensive, harmful or illegal content on the Services. Additionally, using the Services for benchmarking or any other purposes that could harm Chat’s business operations or reputation is prohibited.
Using the Services for automated decision-making in sensitive domains-such as finance, healthcare, legal, employment, housing, insurance, and social welfare-where such decisions could have material impacts on individual rights or well-being.
Misrepresenting to any party, including End-Users or other recipients, that any content generated by AI, including chats or AI bot scenarios within your Account, and any portion of AI-driven aspects of the Services, was performed by a human or is human-generated. This restriction applies exclusively to AI-generated content or scenarios and does not extend to parts of the Services or interactions that are expressly delivered by humans. Allowing or encouraging others to commit any of the actions listed above. We will notify you through appropriate means of any significant changes to these rules for using your Account and the Services.
Chat operates under EU AI Act and US laws. By using Chat Services, you represent and warrant that you are not located in, or acting on behalf of, any country or region subject to EU AI ACT or imposed international sanctions (e.g., Cuba, Iran, North Korea, Syria, Russia, Belarus), and that you are not on any EU AI ACT restricted party list. If you or anyone using the Services violates these restrictions, you agree to notify us immediately and cease all use of the Services.
The Client is responsible for procuring and maintaining the network connections that connect your network to the Services, including, but not limited to, browser software that supports protocols used by Chat, and to follow Chat’s procedures for accessing the Services. It is your responsibility to ensure each of your Account is compatible with the then-current Services. We are not responsible for notifying Client , Authorized-Users, Guest-Users or End-Users of any upgrades, fixes, or enhancements to the Services, any such software, or for any compromise of data, including Client Data, transmitted across computer networks or telecommunications facilities (including, but not limited to, the Internet) which are not owned, operated, or controlled by Chat. We have no responsibility for the reliability or performance of any network connections as described herein.
You agree to use the Services exclusively for your legitimate business purposes, provided that such activities are lawful and do not violate the General Terms and Conditions, Services descriptions, or the accompanying documentation, and do not conflict with Chat’s commercial and legal rights. Prior written consent from Chat is required for any non-business use of the Services.
You acknowledge and agree that it is your sole responsibility to ensure that the use of the Services complies with all applicable laws and regulations and your obligations under the General Terms and Conditions. Failure to do so by the Client , its affiliates, Authorized-Users, or End-Users, Guest-Users or any other authorized representatives of the Client , particularly in relation to the following violations, will be deemed a breach of the General Terms and Conditions and may result in certain actions from Chat, as described in the General Terms and Conditions:
Any unauthorized use of the Services, including but not limited to, failure to comply with applicable laws, or any restrictions, or non-compliance with the General Terms and Conditions; any breach of laws applicable to the Client ’s or its affiliates’s business in connection with the Services. This also includes violations of the terms of Third-Party Services or infringement of third-party rights in connection with the Services. Any infringement of intellectual property rights (including patent, copyright, trademark, trade secret) or other private or proprietary right or personal interests of any person or entity, including but not limited to Third-Party Services and Third-Party Components providers, violated by the Client Data.
Any unauthorized disclosure or breach of confidentiality obligations under the General Terms and Conditions, including violations related to Client Data. Due to the unique nature of Chat’s Confidential Information, you acknowledge and agree that any material breach of confidentiality may cause irreparable injury to Chat, and Chat shall be entitled to seek immediate injunctive relief, in addition to other legal remedies, to address such breaches, as may be granted by a court of competent jurisdiction.
Any supply, disclosure, or processing of Client Data, including Personal Data, in violation of laws applicable to both the Client and Chat. Any defamatory, libelous, or slanderous statements made by you (your affiliates, Authorized-Users, or End-Users, Guest-Users or any other authorized representatives) in connection with the Services. Any negligence or willful misconduct by you, your Authorized-Users, Guest-Users, employees, or personnel, your affiliates, or other authorized representatives.
Any improper use or disclosure of login credentials, or unauthorized access to the Services by any third-parties due to your actions or omissions, including failure to secure email accounts, unauthorized lending, sale, or granting of further licenses and sublicenses to the Services, or otherwise making the Services available to third-parties without Chat’s express consent.
Any content generated by AI, the use of chats or AI bot scenarios within your Account that do not comply with applicable laws, regulations, or industry standards, including data privacy. You acknowledge and agree that Chat and its AI partners are not liable for the use of chats and automated bots that results in non-compliance with regulatory requirements. Modifying or altering the purpose or intended use of the Services during the term of the General Terms and Conditions or any applicable Order Form, without the prior written consent of Chat. Misleading others regarding your relationship, cooperation, or association with Chat, or falsely acting on behalf of Chat without authorization.
If, at Chat’s sole discretion, we determine that you (including your Authorized-Users, End-Users, or Guest-Users) have violated any of your obligations outlined in the General Terms and Conditions, Chat reserves the right to immediately suspend or terminate your Account, block or restrict access to the Services or your Account, or limit access to specific content in certain regions or for certain users, often in response to legal requirements or government requests (“Restrictive Actions”). We will notify you of such Restrictive Actions at our discretion, unless prohibited by law or law enforcement from doing so, particularly in cases of data disclosure requests. In addition, Chat may take these Restrictive Actions without prior investigation, especially if, in our sole discretion, we determine that you jeopardize the operation of our business, the Services of other users, the rights and freedoms of any third-party, or if there is reasonable suspicion or credible information indicating faulty or unlawful use of the Services by the Client , its Authorized-Users, Guest-Users, or End-Users, or in cases of serious threat of danger or imminent harm. Please note that such Restrictive Actions are not based on algorithmic decision-making mechanism and may cover additional circumstances beyond those outlined above, evaluated on a case-by-case basis to ensure the safety, security, and integrity of the Services, or any portion thereof. Upon taking any of the Restrictive Actions mentioned above: (i) you may not have any further right to access or use the Services, and (ii) Client Data associated with the relevant Services may be deleted or become inaccessible. The duration of any suspension may vary and can be either temporary or permanent. Under no circumstances shall Chat be liable to you or any third-party for any consequences resulting from any Restrictive Actions taken under this paragraph.
You agree to indemnify, defend, and hold harmless Chat, its affiliates, licensors, business partners, and their respective personnel from and against any and all claims, losses, liabilities, damages, demands, judgments, actions, fines, penalties, and related expenses (including reasonable attorneys’ fees) asserted against or incurred by Chat or agreed in settlement by Client (including reasonable attorneys’ fees) arising out of, or related to the General Terms and Conditions or applicable laws.
Data transmission Our Company in order to provide a high-quality service claims the services of the third-party suppliers, data (sub-) processors. in certain cases also considered as individual data controllers:
Our data processors are under obligation of secrecy and contractual guarantee for preserving the personal data gained during the performance of their assignment, and they process the personal data solely for the purpose and according to the instructions defined in the contract obtained between them. In case we change the range of our partners, the modifications will be transcribed in this General Terms and Conditions.
Additionally, there are external service providers, to whom – either directly or indirectly – in order to provide services personal services are transferred or could be transferred, as well as these external service providers could transfer personal data to the data controller. External service providers are those service providers as well, with whom the data controller are not in a contractual relationship, however for providing service to our Partners – either by the contribution of the Concerned (for example connecting the individual account to the service, and in order to make easier the registration or log in the service) or without a contribution – due to they have access to the platforms and the data available on those platforms, hereby they could collect data about the Concerned and all end users’ activity, from which in certain cases – individually or together with other collected data by these external service providers – end users could be identified.
External service providers are considered as individual data controllers and hereby they define the aim and framework of the data controlling individually in accordance with their own privacy General Terms and Conditions, they are responsible for their own data controlling.
Proprietary Rights Reservation of Rights. All right, title and interest in and to the Services (including without limitation the Software Service API), including all Intellectual Property Rights therein are and will remain with The chat and its licensors. Client acknowledges and agrees that it has no right, license or authorization with respect to any of the Services (including any Intellectual Property Rights therein) except as expressly set forth in this Terms of Service. All other rights in and to the Services are expressly reserved by The chat and its licensors.
This agreement is relating to the services provided by chat.ro and you are not given any permission for any software. You may not in any way, directly or indirectly: reverse engineer, disassemble, or attempt to discover the source code, algorithms, or data related to the services of chat.ro. You should not remove or modify any information of the services or create derivative work based on onWebChat. The services that you can access from your account should be used exclusively by your business and you do not have the right to share or resell the services in any way in favor of third parties. The chat.ro, SW and associated logos, trademarks, product names and trade names associated with CHAT.RO are owned by SW. You cannot use any of our labels or product names without our express written consent.
CHAT.RO, at its discretion, may disable at any time the access to your account and may cancel it if it deems that you have violated any of the terms and conditions specified in this agreement.
We exclusively own and retain all rights, titles, interest and intellectual property rights in and to the Services, the data, documentation, material, features and the underlying software and technology (including Sites) used to deliver any Services and other materials made accessible or available by the Services under the Client’s Account, all as may be updated, improved, modified, replaced, enhanced or discontinued at our sole discretion and without liability any time and further to the brand names, logos and trademarks related to the foregoing (“Content”).
For the avoidance of doubts, Parties agree that any Confidential Information or portion of it, whether written or oral, provided by Services is disclosed to the Client, solely for informational purposes under the confidentiality terms herein.
This disclosure confers no rights to use or further disclose Confidential Information by the Client to any third-party without the prior written consent of Services The Client acknowledges and agrees that such Confidential Information is the sole and exclusive property of Services and all Confidential Information and derivations thereof shall remain Services’s sole and exclusive property. No license or other rights to such Confidential Information or Services’s intellectual property is granted or implied hereby to the Client.
The Client agrees to take all required precautions to protect the confidentiality of the provided Confidential Information of Services The Client agrees to prevent any unauthorized use, disclosure, dissemination, attempts to access, modification of Confidential Information or otherwise making it available to any third-party. With the prior written consent of Services, the Client may disclose Confidential Information to its affiliates, officers, directors, employees, subcontractors, agents, or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of Confidential Information that are at least as protective as the terms herein. The Client shall not use the Confidential Information for any purpose other than as expressly permitted under this Agreement, without the prior written consent of the Disclosing Party. The Client agrees, at its sole expense, to take commercially reasonable measures (including, but not limited to, court proceedings) to restrain its authorized personnel from prohibited or unauthorized disclosure of the Confidential Information.
If the Client is compelled by law to disclose Confidential Information of Services, it shall provide Services with prior notice of such compelled disclosure (to the extent legally permitted) and shall provide Services with reasonable assistance.
These confidentiality provisions herein shall remain in effect for the duration of the Agreement, but the obligations of the Client with respect to the Confidential Information shall survive for a further 3 (three) years after the termination of the Agreement. Upon termination of the Services and at any time upon the request of Services, the Client shall immediately return all Confidential Information to Services, and destroy all Confidential Information of Services, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic. However, the Client shall not be required to return or destroy electronic copies that are automatically stored in accordance with the Client’s generally applicable backup policies and which are not reasonably accessible by the Client. All Confidential Information not returned by the Client under this section shall remain subject to the obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.
You may provide or we may ask you to provide us (or other entities offering Services integrated with us) from time to time enhancement requests, ideas, corrections, improvement, comments, surveys, suggestions or recommendations or other feedback regarding the Services or the Sites operated by us (“Feedback.
The Client shall indemnify, defend, and hold harmless Services (including its affiliates and representatives) from and against any and all losses, damages, demands, claims, actions, liabilities, fines, penalties, and related expenses (including reasonable legal fees) asserted against or incurred by Services or agreed in settlement by Client (including reasonable attorneys’ fees) arising out of, or related to the following: the improper use or disclosure of login credentials by the Client, its Authorized-Users, or Guest-Users unauthorized use of the Services by the Client, its affiliates, Authorized-Users, or End-Users, Guest-Users or any other authorized representatives of the Client; as violation of applicable terms of a Third-Party Services and Third-Party rights, any breach of laws applicable to the Client’s or its Affiliates’s business in connection with the Services; the supply, disclosure, or processing of Client Data, including Personal Data in violation of laws applicable to the Client and Services; and all claims related to the breach of the confidentiality obligations, infringement of intellectual property rights (including patent, copyright, trademark, trade secret) or other private or proprietary right or personal interests of any person or entity, including but not limited to Third-Party Services and Third-Party Components providers, violated by the Client Data; any negligent or wrongful acts or omissions by the Client, its affiliates, Authorized-Uses, End-Users, Guest-Users, or other authorized representatives.
Additionally, due to the unique nature of the Services’s Confidential Information, the Client hereby agrees and acknowledges that any material breach of the confidentiality may cause irreparable injury to Services, and Services shall be entitled, in addition to all other potential rights and remedies available at law, to seek immediate reasonable injunctive relief against the Client to the extent of actual damage caused by such breach as may be granted by a court of competent jurisdiction.
Feedback
The chat may freely use any suggestions, feedback or ideas You may provide. By providing any feedback to The chat, be helping us, we continue to deliver within The chat a perpetual, worldwide license to use the feedback that You provides. The chat may put any provided feedback in various uses that may include but not limited to modifying and improving the Services, The chat other current and future services/products, services advertising or marketing materials without any payment or other further obligation to You.
Machine learning In the course of providing the Services to Client during the Term, The chat and the Services will develop, create and accrue additional machine learning based on the Bot interactions with End Users, which will be extracted from the Bot on an anonymized basis only and incorporated into the Services (“Machine Learning”), provided that only generic Machine Learning, which does not identify Client or any Client Confidential Information may be incorporated into the Services. Without limiting the provisions above, all right, title and interest in and to the Machine Learning, including all Intellectual Property Rights therein are and will remain with The chat and its licensors. Client acknowledges and agrees that it has no right, license or authorization with respect to any of the Machine Learning (including any Intellectual Property Rights therein) except as expressly set forth in these Terms of Service. Nothing herein mentioned shall grant The chat any rights to Client Data (as it is defined).
Client Data As between Client and The chat, Client owns and retains ownership of Client content that Client provides, stores or processes through the Services including End User Data and any other Personal Information Client provides about Client ’s End Users (“Client Data”). You hereby grant The chat an exclusive license to access Client Data in order to: (a) provide the Services; (b) create Pattern Data and Machine Learning; and (c) otherwise use anonymized Client Data (including without limitation the content of End User interactions with Client through Services) for the purpose of improving the Services. Altogether, the license granted to The chat by You constitute the “Content License”).
Warranty
Client understands that The chat, in performing the required technical steps to provide the Services, may
transmit or distribute Client Data over various public or private networks and in various media; and (b) make such changes to Client Data as are necessary to conform and adapt that Client Data to the technical requirements of connecting networks, devices, Services or media. Client represents and warrants to The chat that Client has all the rights, power and authority necessary to grant the above Content License and that use of the Content in the manner contemplated will not breach the rights of any third party. For the avoidance of doubt, any End User Data that comes into Client ’s possession through any social network platform (“SNP”) as part of the Services shall be subject to the terms and conditions of such SNP. To the extent that any Client Data include any Personal Information, such Personal Information shall be held and processed by The chat in accordance with the terms of its privacy General Terms and Conditions as set out on the Site: chat.ro privacy-General Terms and Conditions/.
Content Responsibilities
Together with our Partners it is our priority aim to protect the personal data of the data subject and to respect the right of informational self-determination of the data subjects, to protect their private sector, therefore we handle the personal data confidentially and take all security, technical and organizational measures that guarantee the safety of such data.
In the agreement concluded between our Company and our Partners for the purpose of providing the Services for the End Users of our Partners, based on the assignment and instructions of our Partners we set out in detail the rules of data processing activity carried out by our Company, as well as our related data protection obligations.
We can say in general about our data controlling, that we take into account the following principles:
“lawfulness, fairness and transparency”: we process personal data lawfully, fairly and in a transparent manner in relation to the data subject;
“purpose limitation”: personal data collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes;
“data minimization”: adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed;
“accuracy”: accurate and, where necessary, kept up to date scope of data; we take every reasonable step to ensure that personal data that are inaccurate, having regard to the purposes for which they are processed, are erased or rectified without delay;
“storage limitation”: while choosing the storage form, we focus on that the personal data shall be identified for no longer than is necessary for the purposes for which the personal data are processed;
“integrity and confidentiality”: we process data in a manner that ensures appropriate security of the personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organizational measures.
Our Company cooperates in good faith and according to the requirements of transparency and righteousness with data subjects during data controlling. Our Company controls only those data provided in the law or provided by data subjects, for the data controlling purposes listed in the following. Bearing in mind the purpose of data controlling, we do not control any data more than unjustifiable.
Our Company does not verify the provided personal data, solely the provider is responsible for their adequacy.
Our Company does not transfer the processed personal data to any third party, beside the Processors and Outside suppliers included in the present Informative. An exception to these provisions is the use of data in a statistically cumulated form that must not include in any form such data that is suitable for the identification of the User concerned, therefore does not constitute as Processing, nor transferring.
The data subjects are entitled to withdraw their consent at any time. The withdrawal of consent does not affect the legality of processing based on consent prior the withdrawal.
Client Data Export
Upon request by Client during the Term or within 30 days of termination, The chat shall provide Client with a copy of the Client Data, including Bot questions and answers developed during the Term.
The transmission of the data of data subjects must take place solely within the framework specified in legislation, as in the case of our data processors we ensure the data subjects’ personal data not to be used in contrast to the originally determined aim with the help of contractual term clauses.
For the purpose of providing information, reporting data or making papers available, the court, the public prosecution and other authorities shall contact our Company. In these cases, we must obey our obligation of providing data, but solely up to an extent that is absolutely necessary to attain the aim of the enquiry.
The contributors and employees taking part in our Company’s data controlling and data processing are entitled to learn – under obligation of confidentiality – your personal data to a specified extent defined in advance.
We protect the personal data with appropriate technical and other measures, also ensure the protection and availability of the data, as well as protect them against being accessed unauthorized, modified, damaged and published and unauthorized used unauthorized.
Within the framework of organizational measures in our buildings we control the physical accessibility, we constantly educate our employees and store our paper documents sealed off with appropriate protection. In the conServices of technical measures, we use encryption, password protection and anti-virus software. Our Company shall do everything in its power to make the processes as safe as possible, regarding the data received by our Company we follow strict provisions in order to ensure the safety and to prevent the unlawful access of personal data. However, we draw your attention to the fact that data transmission via internet cannot be regarded as fully safe.
Together with our Partners we take the measures – concerning the safety of data processing – as prescribed in GDPR regulation Article 32, that is to say, taking into account the state of the art, the costs of implementation and the nature, scope, conServices and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:
pseudonymization and encryption of personal data;
the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services and systems used for the processing of personal data;
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing;
in assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed;
steps to ensure that any natural person acting under the authority of the controller or the processor who has access to personal data does not process them except on instructions from the controller, unless he or she is required to do so by law. If the data subjects use the Services provided by our Partners with a social profile, in that case depending on their own settings, shall make available certain data of their social profiles on the various social media platforms for the data controller and processor (including but not limited to name; user name; e-mail address; phone number; social media profile; gender; age; information about the way of usage of social sites and about the type of activities carried out on such sites; areas of interest; marital status; photographs; comments published by data subject; other information regarding online behavior). The Platforms create the opportunity to select the way for sharing personal data on the social media profiles. Our Company for operating the Services uses and controls only the most necessary data from the data made available by the data subject.
Our Company may collect personal data through cookies or similar technologies, without restriction including the following: IP-address; cookie identifier; browser; place of location; websites visited by the data subject on the website related to the Project; the ads viewed or clicked through; etc. You can read more about this in our Cookie Policy.
The data security standards mean the support of personal data protection by technical and personal measures, as well as physical and IT solutions. Our Company acts in line with the data protection rules and jurisprudence, shall meet the regulations of the law in force, as well as shall take into account the more important national recommendations related to the data protection.
Rights and judicial remedy:
Data subjects about data controlling are entitled to
ask for information, ask for the rectification, modification and supplementation of their personal data, object to the data controlling and to ask for the deletion their data (with the exception of the statutory data controlling), seek judicial remedy, issue a claim or to initiate a procedure at the supervisory authority.
However, we kindly ask you to contact our Company before turning to supervisory authority or court with your complaint – in order to consult and solve the arisen problem as quickly as possible – since our Company undertakes the task of providing information at the request of the data subjects about their controlled and processed data, about their sources, about the purpose and basis of processing, about the duration of processing, and in case it is not possible, about the factors of defining that period of time, about the name, address and the processing related activity of our processors, about the circumstances, effects of personal data breach and the measures taken to control them and prevent them from happening, as well as about the legal basis and the addressed of transmission in case of personal data transmission. We shall provide information regarding these types of inquiries as soon as possible, up to a maximum of 1 month.
Our Company informs the data subjects as well as those to whom the data have been formerly transmitted for the purpose of processing, about the correction, indication and deletion of personal data. No notification is sent in case the absence of notification does not undermine a legitimate interest of the data subject. In case of rejection of application for correction or deletion we also indicate our reasons for rejections and give information about the possibilities for judicial remedy as well as turning to the Authorities.
In case of objecting to data processing, our Company shall examine the objection within less than 1 month upon submitting the request. We will give a written report about the decision of our Company. In case of justified opposition, we shall terminate the processing and delete the concerned data. In this case as well, we shall inform those to whom the data involved in objection have been formerly transmitted and those who are obliged to take measures to enforce the right to object.
In some cases, priority shall be given to certain other compelling reasons and justifications for data controlling to the data processing interest and rights of the data subjects. Naturally it is not obligatory to agree with us, we might even miss a deadline. In this case, within 30 days from communicating our decision and from the last day of the deadline, you can turn towards the natural legal steps you want.
Publicity
During the Term, The chat may refer to Client (including Client ’s logos) publicly as a Client of The chat, including on its website and in other marketing materials.
Price & Payment
Services Fees
The fees for Implementation, Consultation Services and any additional services ordered by Client are those fees as described in the TERMS AND CONDITIONS. Additional products and services, including premium features, which are not listed in the TERMS AND CONDITIONS, may be subject to additional fees.
License Fees
The fees for the License of the product(s) ordered by Client are those fees as described in the TERMS AND CONDITIONS. Additional Licenses, which are not listed in the TERMS AND CONDITIONS, may be subject to additional fees.
Invoices and payment
Invoices will be sent and payment will be due in accordance with the terms of the TERMS AND CONDITIONS. Unless otherwise stated in the TERMS AND CONDITIONS, invoice billing and payment shall be annual.
Taxes
Unless otherwise stated, The chat fees include any direct or indirect local, state, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases pursuant to this General Terms and Conditions. If The chat has the legal obligation to pay or collect Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client , unless Client provides The chat with a valid tax exemption certificate authorized by the appropriate taxing authority.
Cancellation of Services If Client ’s account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, The chat reserves the right to suspend the Services provided to Client , without liability to Client , until such amounts are paid in full. Cancellation charges for the Services Fees will equate to the value of work completed so far at the point of cancellation and are non-negotiable. Cancellation charges for the license fee will equate to the remaining total unpaid license fee and are non-negotiable.
The chat reserves the right to modify its fees for services at any time without prior notice. Such fee adjustments may be applied to any subsequent billing cycles or renewals of this General Terms and Conditions. The Client acknowledges and agrees that it is their responsibility to review the fee schedule periodically to remain informed of any changes.
Availability, Security, and Stability
Availability
The chat shall: make commercially reasonable efforts to maintain the security and integrity of the Services and the Client Data; and use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, five (5) days a week, except for: planned downtime (of which The chat shall , unless circumstances otherwise require, give at least eight (8) hours’ notice via the Services; or any unavailability caused by circumstances beyond The chat reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving The chat employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within The chat possession or reasonable control, and denial of service attacks.
Temporary Suspension
It is in the best interests of both parties that The chat maintain a secure and stable environment. In the event of degradation or instability of the Software Service API or an emergency, The chat may, in its sole discretion, temporarily suspend Client ’s access to the Software Service API or Services provided under this Terms of Service, provided The chat shall provide notice to Client where practicable. The chat shall have no responsibility or liability for any liabilities, losses, lost profits, potential lost business opportunities or damages that might arise in relation to The chat suspension of access to the Software Service API or Services provided under this Terms of Service.
Performance
The Services depend on Internet availability, including networks, cabling facilities and equipment that is not in The chat control. Accordingly: notwithstanding anything to the contrary in the Terms of Service and without limiting any other provision of these Terms of Service, any representation made by The chat regarding access, performance, speed, reliability, availability, use or consistency of the Services is based on a commercially reasonable effort basis; and no guarantee is given in respect of any minimum level regarding such access, performance, speed, reliability, availability, use or consistency of the Software Service API or Services in respect of Internet availability, including networks, cabling facilities and equipment that is not in The chat control, but The chat agrees it will use commercially reasonable efforts to restore such availability where it is within its power to do so. Confidentiality
Confidential Information
As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this General Terms and Conditions, the Client Data, the Services, business and marketing plans, technology and technical information, product designs, and business processes.
Confidential Information shall not include any information that: is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or is received from a third party without breach of any obligation owed to the Disclosing Party. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this General Terms and Conditions, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, The chat may: disclose this General Terms and Conditions to its actual and prospective investors, advisors and partners.
Protection
Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
Compelled Disclosure
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
Remedies
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate. Terms and Termination
Terms
These Terms of Service come into effect on the Contract Date set out in the Statement of Work for an initial period (“Initial Term”) set out in the TERMS AND CONDITIONS. If no Initial Term is specified, then the Initial Term shall be unlimited.
Renewal
Unless otherwise specified in an TERMS AND CONDITIONS, these Terms of Service will automatically renew for additional one (1) year terms on the anniversary of the Contract Date (each a “Renewal Term”) unless Client provides at least sixty (30) days’ written notice to The chat, prior to a new Renewal Term starting, stating its intention not to renew the General Terms and Conditions.
Termination
Either party may terminate this Terms of Service immediately on written notice if the other: Commits a material breach of this Terms of Service, which is capable of remedy, and the party in breach fails to remedy the breach within thirty (30) days of written notice from the other party; Commits a material breach of this Terms of Service which cannot be remedied; Is repeatedly in breach of this Terms of Service and has been given prior notice in writing that a further breach of this Terms of Service will result in its termination; Is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (other than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs; or Is unable, as a result of Force Majeure or for any other reason, to comply with a material portion of this Terms of Service for a continuous period of not less than thirty (30) days. Suspension or Termination in Emergency. The chat shall have right to suspend or terminate this Terms of Service immediately in the event of an emergency, suspected fraud, enforcement by external authorities or regulatory requirement or on provision of at least ten (10) days prior written notice to Client of all other suspensions or terminations where practicable.
Effect of Termination
Any termination of this Terms of Service (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Upon termination of this Terms of Service, Client shall, at The chat choice, return all Confidential Information of The chat and any copies thereof or destroy or permanently delete all such Confidential Information and provide written certification that it has done so.
Upon termination of this Terms of Service, The chat shall destroy or permanently delete all Confidential Information of Client (including without limitation all End User Data and raw Client Data) and any copies thereof, but excluding Pattern Data for which The chat retains exclusive ownership.
Notwithstanding anything to the contrary herein, the obligation to return, destroy or permanently delete all copies of the Confidential Information of the other party (including without limitation End User Data) does not extend to (i) automatically generated computer backups or archival copies on parties’ automatic backup systems, provided that such copies are held in accordance with the provisions of this Terms of Service for so long as they are retained; and (ii) anonymized and aggregate Protected Information in each Receiving Party’s possession.
Force Majeure
Circumstance
Neither Party will be liable for incomplete fulfillment or non-fulfillment of their obligations under this Terms of Service, excluding any payment obligations, and losses occurred due to force majeure circumstances. Force majeure circumstances are any circumstances that the parties could not reasonably foresee and are beyond the parties’ reasonable control and directly affect the Terms of Service activities, including but not limited to normative acts issued by the state and government institutions and binding for the parties, strikes, natural disasters, war or any kind of military operations, blockade, and epidemics.
Conditions
The party that cannot fulfill its obligations as a result of force majeure circumstances shall immediately inform the other party of occurrence of such circumstances and their possible period, as well as confirm such notice in writing not later that within seven (5) calendar days from the date of occurrence of force majeure circumstances. Failure to inform or untimely information does not give the party that has failed to inform or has informed untimely the right to refer to any force majeure circumstances as to the grounds for release from liability for incomplete fulfillment or non-fulfillment of its obligations.
Termination
In case of occurrence of force majeure circumstances, fulfillment of parties’ obligations is suspended until the end of such circumstances, but if the situation remains unresolved for sixty (60) days or more, either party may elect to terminate this Terms of Service without liability to the other. Warranties, Disclaimers, & Indemnification
Mutual Warranties
Each party represents, warrants to the other party that: it is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; it has all requisite power and authority and approvals to execute, deliver and perform its obligations under this Terms of Service; the execution and delivery of this Terms of Service and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties; and it will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and business-like manner.
Disclaimer
Except as specifically set out herein the Services are provided “As is”, without any representation, condition and/or warranty of any kind. The chat and its licensors and/or suppliers make no other representations and give no other warranties or conditions, express, implied, statutory, or otherwise regarding the Services provided under this General Terms and Conditions and The chat specifically disclaims any and all statutory representations, warranties, and/or conditions against non-infringement and any and all implied representations, conditions and/or warranties of merchantability, merchantable quality, durability, title and fitness for a particular purpose to the maximum extent permitted by applicable law.
Mutual Indemnification
Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its, officers, directors, employee and representatives (the “Indemnified Parties”) harmless from and against any and all claims, complaints, demands, investigations, actions, suits and proceedings by any third party (each a “Third Party Claim/Proceeding”) and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) arising from, connected with or relating to the Indemnifying Party’s gross negligence or willful misconduct (including, without limitation, fraud or any other unlawful act) in performing its obligations pursuant to this General Terms and Conditions or, in the case of Client , in its use of the Services; the disclosure to or access by an unauthorized third party of Personal Information (a “Security Breach”) arising from any act or omission by the Indemnifying Party; or any alleged or actual infringement upon a third-party’s Intellectual Property Rights resulting from The chat use of Client Data (where Client shall be the Indemnifying Party) or Client ’s use of the Services (where The chat shall be the Indemnifying Party).
Conditions
In consideration for the Indemnifying Party’s obligations under above mentioned, the Indemnified Party(ies) shall: promptly gives the Indemnifying Party written notice of the Third Party Claim/Proceeding; gives the Indemnifying Party sole control of the defense and settlement of the Third Party Claim/Proceeding; and provide to the Indemnifying Party all reasonable assistance in defending and/or settling the Third Party Claim/Proceeding.
Exclusions/Limitation.
All above does not apply to an Third Party Claim/Proceeding based on any actual or alleged infringement or misappropriation of Intellectual Property Right arising from, connected with, or relating to any of the following: Client ’s use of the Services in combination with any services, technology, software, hardware, data or other materials not provided by The chat or expressly authorized by this General Terms and Conditions; or a breach of this General Terms and Conditions by Client or any wrongful act or omission by Client or any person (including an authorized End User) for whom Client is responsible under this General Terms and Conditions or at law. Limitation of Liability
Limitation on Indirect Liability
Neither party shall be responsible for any other person’s or entity’s errors, acts, omissions, failures to act, negligence or intentional conduct, including without limitation entities such as either party’s affiliates, subsidiaries, agents or subcontractors. In no event shall either party be liable for any consequential, incidental, punitive or special damages which either party or end users, affiliates, parent companies, associates, agents, officers, directors or employees may incur or suffer in connection with this General Terms and Conditions, resulting from either party’s acts or omissions pursuant to this General Terms and Conditions.
Limitation on Amount of Liability
To the maximum extent permitted by applicable law, each party’s aggregate liability for all claims relating to this General Terms and Conditions shall not exceed the equivalent of the fees paid by Client to The chat in the previous one (1) month preceding the claim.
Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations set out abobe mention (Confidentiality), violations of a Party’s Intellectual Property Rights by the other Party, or to the indemnification obligations set out herein. Miscellaneous
Support
Client is solely responsible for providing all support and technical assistance to its End Users with respect to the Services. Client acknowledges and agrees that The chat has no obligation to provide support or technical assistance directly to the End Users of Services and Client shall not represent to any such End Users that The chat is available to provide such support. Client agrees to use commercially reasonable efforts to provide reasonable support to End Users of the Services.
Interpretation
For all purposes of this Terms of Service, except as otherwise expressly provided or unless the conapplication otherwise requires: All references in this General Terms and Conditions to designated “sections”, “paragraphs” and other subdivisions are references to the designated sections, paragraphs and other subdivisions of this General Terms and Conditions;
The words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to this General Terms and Conditions as a whole and not to any particular section, paragraph or other subdivision; The headings are for convenience only and do not form a part of this General Terms and Conditions, nor are they intended to interpret, define or limit the scope, extent or intent of this General Terms and Conditions, or any of its provisions;
Where the words “include”, “includes” or “including” are used in this General Terms and Conditions, they shall be deemed to be followed by the words “without limitation”, and the words following “include”, “includes” or “including”, as the case may be, shall not be considered to set forth an exhaustive list;
Unless otherwise stated in an TERMS AND CONDITIONS, all references to currency shall mean Romanian Ron Leu;
Any reference to any Person shall include and shall be deemed to be a reference to any entity that is a successor to such entity;
Words importing gender include all genders, and words importing the singular include the plural, and vice versa.
Governing Law and Jurisdiction.
This Terms of Service shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of E.U. without reference to its choice of law rules. Each of the parties hereto hereby attorns to the non-exclusive jurisdiction of the courts of E.U.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this General Terms and Conditions in its entirety, without consent of the other party, to an affiliate in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this General Terms and Conditions in breach of this section shall be void and of no effect. Subject to the foregoing, this General Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Binding Nature of General Terms and Conditions. This Terms of Service shall ensure to the benefit of and shall be binding upon the parties hereto together with their successors and permitted assigns. Amendments, Waiver. Any amendment, modification or waiver in respect of this Terms of Service will only be effective if in writing (including a writing evidenced by facsimile or electronic mail) and executed by the parties.
Further Assurances
The parties covenant and agree to do such things and execute such further documents, General Terms and Conditionss and assurances as may be necessary or advisable from time to time in order to carry out the terms and conditions of this Terms of Service in accordance with their true intent.
Provisions Severable If any provision of this General Terms and Conditions is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this Terms of Service, and the remaining provisions of this General Terms and Conditions shall not be affected and shall be valid and enforceable to the full extent permitted by law.
Rights and Remedies Cumulative Except as provided in this General Terms and Conditions, the rights, powers, remedies and privileges provided in this Terms of Service are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.
Survival of Obligations The obligations and remedies of the parties and all rights and obligations of either Party that may have arisen or accrued prior to termination or expiry of this General Terms and Conditions, survive termination or expiry of this Terms of Service.
Language
The parties have expressly requested and required that this General Terms and Conditions and all related documents be written in the English and Romanian language.