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Terms of Use (Effective Date 11/30/2018)

1. Notice to User

This is a legal agreement (“Agreement”) between OhWhatAChat, Inc. (“OhWhatAchat” or “Us” or “We”) and you (“You”) regarding the services provided to You through the website OhWhatAChat.com ("Site"), an online platform that allows developers, individuals, companies, and agencies to easily build, host and manage chatbots and its related products, services and applications (Services” and “Apps”) . Please read it carefully. By using and/or paying for the Services set out herein You accept and agree to be bound by all the terms and conditions of this agreement, which includes our Privacy Policy incorporated herein by reference (the “Terms”).

If You do not agree to all of the following, You may not use or access the Services in any manner.

The Site, Services and Apps are offered and available to users who are eighteen (18) years of age or older. By using them You represent and warrant that You are of legal age to form a binding contract with OhWhatAChat.

If You have any questions, comments, or concerns regarding these terms or the Services and App, please contact by clicking here.

We are constantly trying to improve our Services and Apps, so these Terms may need to change along with the Services and Apps. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when posted and shall apply to all access to and use of the Site, Services and Apps thereafter. Your continued use of the Site, Services or Apps, following the posting of changes to these Terms means that You accept and agree to such changes. It is Your responsibility to check these Terms periodically for changes, as these changes are binding on You. You can easily check if there are changes in the Terms by checking the Effective Date above as such date shall be changed when the Terms are updated.

If You don’t agree with the new Terms, You are free to reject them; unfortunately, that means You will no longer be able to use the Services and App. Except for changes made by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both You and Us.

2. Privacy Policy

OhWhatAChat takes the privacy of its users very seriously. For the current Privacy Policy, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if You are a child under 13, please do not attempt to register for the Services or send any personal information about Yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If You believe that a child under 13 may have provided us personal information, please contact by clicking here.

3. Registration and Account Security

To access the Site, Services, Apps or some of the resources they offer, You may be asked to provide certain registration details or other information. It is a condition of Your use of the Site, Apps and Services that You (i) provide correct, current and complete information about Yourself as prompted by the registration form for the Site or Services (such information being the "Registration Data") and (ii) maintain and promptly update the Registration Data to keep it correct, current and complete. You agree that all information You provide to register or otherwise, including without limitation through any interactive features of this Site or the Services, is governed by our Privacy Policy, and You consent to all actions we take with respect to Your information consistent with our Privacy Policy. You further agree that OhWhatAChat may provide any and all notices, statements, and other communications to You through in-app notifications or via email to the email address provided in the Registration Data.

If You create, or are provided with, a user name, password or any other information as part of our security procedures, You agree to treat such information as confidential, and that You will not disclose such information to any other person or entity. You further agree that Your account is personal to You and that You will not provide any other person access to this Site or the Services, or any portions of the same, using Your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of Your user name or password or any other breach of security. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by You or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms.

You promise to provide us with accurate, complete, and updated registration information about Yourself. You may not transfer Your account to anyone else without our prior written permission. If You’re agreeing to these Terms on behalf of an organization or entity, You represent and warrant that You are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “You” and “Your” in these Terms, except for in this sentence, refer to that organization or entity).

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR IF YOU ARE NOT AUTHORIZED TO ENTER INTO LEGALLY BINDING CONTRACTS YOU MUST NOT USE THE SERVICES, or APPS OR MAKE ANY PAYMENT.

4. Grant of Rights; Limitations and Restrictions

Subject to Your compliance with all the terms and conditions of this Agreement (including timely payment of all Subscription Fees), OhWhatAChat grants You a personal, non-exclusive, non-transferable, terminable license to access our Site and use the Services and Apps (the "License") for the Subscription Period (as defined below) based upon the Services You have requested that we provide You.

OhWhatAChat shall use all reasonable efforts to ensure that access to the Services, Site and Apps is available to You. You agree and understand that there will be times (planned and/or due to emergency) when the Services, Site or Apps will not be available. OhWhatAChat shall make commercially reasonable efforts to notify You of planned downtime and unavailability of the Services, Apps or Site. Notwithstanding such undertaking, OhWhatAChat shall not be liable for any Service, App or Site unavailability which arises as a result of emergency downtime and Service, App or Site unavailability.

You will only use the Services and Apps only in a manner that complies with all laws that apply to You. If Your use of the Services and/or Apps is prohibited by applicable laws, then You aren’t authorized to use the Services and/or Apps. We can’t and won’t be responsible for Your using the Services and/or Apps in a way that breaks the law.

You’re responsible for any activity associated with Your account.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that You will not contribute any content or otherwise create any chatbots or use the Services and/or App in a manner that:

(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including OhWhatAChat);
(b) Violates any law or regulation, including any applicable export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene,libelous,blasphemous, pornographic, defamatory, inciting hatred, terrorism or any similar offence, unlawful or misleading or otherwise objectionable;
(d) Jeopardizes the security of Your OhWhatAChat account or anyone else’s (such as allowing someone else to log in to the Services as You);
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while You 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);
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or content (through use of manual or automated means);
(i) Copies or stores any significant portion of the Content;
(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services and/or App.

A violation of any of the foregoing is grounds for termination of Your right to use or access the Services and/or App.

We may establish revised practices and policies concerning the use of the Services, Apps and Site including without limitation, the maximum number of chats sent through the Services, the maximum number of days that a transcript will be stored and the number of simultaneous connections a given user can have.

We will fully cooperate with law enforcement authorities in investigating suspected lawbreakers, including complying with court orders or lawful requests or demands to preserve or produce information pursuant to local, state or federal laws including requests made by governmental authorities pursuant to the Electronic Communication Transactional Records Act, 18 U. S. C. § 2701, et seq. Any information delivered by You or to You using the Services is subject to preservation and/or production by us upon such lawful requests.

Unauthorized use of the Services, Site or Appos, and/or the resale of the Services without OhWhatAChat´s prior written consent, is expressly prohibited.

5. Proprietary Rights

As between You and OhWhatAChat, OhWhatAChat has sole and exclusive ownership of all right, title, and interest in and to the Site, Services and Apps, including all copyright and any other intellectual property rights therein. This Terms convey a limited right and license to use the Site and any Services and Apps, including any data obtained from Your use of the Services and any software or hardware utilized in the provision of the Site and Services, as made available to You. It may not be construed to convey title to or ownership of these to You. All rights not expressly granted to You are reserved by OhWhatAChat. The Site, Services and Apps, including any data obtained from Your use of the Services and any software or hardware utilized in the provision of the Site and Services, are protected by copyright, trademark, and other laws of the United States and foreign countries and organizations of countries (including but not limited to the European and the Commonwealth of Independent States). Except as expressly provided in this Terms, You may not reproduce, modify, reverse engineer or prepare derivative works, distribute, sell, transfer, publicly display, transmit or otherwise use the Site or Services or Apps, including any data obtained from Your use of the Services and any software or hardware utilized in the provision of the Site and Services.

OhWhatAChat, OhWhatAChat.com and any logos, trademarks, service marks, product names and trade names associated with OhWhatAChat are owned by OhWhatAChat. You may not use any of our trademarks, service marks, product names or trade names without our express written consent.

You hereby grant OhWhatAChat a license to translate, modify (for technical purposes, for example making sure Your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to your content such in each case to enable us to operate the Services.

6. Responsibility for the use of the Services and Apps. Other responsibilities

Any information or content publicly posted or privately transmitted through the Services and App, and any chatbots created using the Services, are the sole responsibility of the person from whom such content originated, and You access all such information and content at Your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss You might suffer in connection with it.

We cannot control and have no duty to take any action regarding how You may interpret and use the Content or what actions You may take as a result of having been exposed to the Content, and You hereby release us from all liability for You having acquired or not acquired Content through the Services and/or App. We can’t guarantee the identity of any users with whom You interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content You contribute, in any manner, to the Services, and You represent and warrant You have all rights necessary to do so, in the manner in which You contribute it. You will keep all Your registration information accurate and current. You are responsible for all Your activity in connection with the Services and App.

The Services may contain links or connections to third party websites or services that are not owned or controlled by OhWhatAChat. When You access third party websites or use third party services, You accept that there are risks in doing so, and that OhWhatAChat is not responsible for such risks. We encourage You to be aware when You leave the Services and to read the terms and conditions and privacy policy of each third party website or service that You visit or utilize.

OhWhatAChat has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that You interact with through the Services. In addition, OhWhatAChat will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, You release and hold us harmless from any and all liability arising from Your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such organizations and/or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that OhWhatAChat shall not be responsible or liable or any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, You agree that OhWhatAChat is under no obligation to become involved. In the event that You have a dispute with one or more other users, You release OhWhatAChat, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services and/or App. If You are a California resident, You shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

7. Changes in Services and Apps.

We’re always trying to improve the Services and App, so they may change over time. We may suspend or discontinue any part of the Services and/or App, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services and/or App.

8. Subscription Fees

The first account you register for a human user is free. The second account You register has a monthly subscription fee of U$9,99 per human user (“Subscription Fee”). For example, if You register 100 human users You shall pay U$9,99 x 99 per month.

You shall pay OhWhatAChat the applicable Subscription Fee by automatic credit against the credit card You register with at the time You sign up for the Services. You represent and warrant that the credit card information that You provide to Us shall be valid and updated credit card information. If OhWhatAChat utilizes a third party payment processing vendor, then additional terms and conditions will apply to Your transactions with such vendor. You agree, understand and confirm that the payment information provided by You will be correct and accurate and You are using a form of payment that You are legally authorized to use for this purpose. You agree that You are liable for any payment or credit card fraud, abuse or unauthorized use by You or others.

OhWhatAChat shall collect the Subscription Fee from Your credit card in advance. The Subscription Fee is exclusive of VAT, use or other sales or similar taxes which, if applicable to You, shall be payable by You at the then prevailing rate. In the event that the Subscription Fee, as appropriate, is not collected in accordance with the provisions herein, OhWhatAChat may deny You access to the Services without notice.

9. Subscription Period and Termination

This Agreement shall commence on the date You register Your account and shall remain in effect for the Subscription Period unless terminated earlier by either party pursuant to this Agreement. Either OhWhatAChat or You may terminate this Agreement at any time, for the Site and/or any or all Services, for any reason or no reason. Upon termination of this Agreement; (a) the rights and licenses granted to You herein shall terminate as to the terminated rights; (b) You shall cease all use of the Site, Services and Apps that have been terminated; and (c) OhWhatAChat may at its own discretion remove and/or purge data, account and any other information obtained by OhWhatAChat in connection with providing You the Site and Services.

The Subscription Period is one month which shall automatically be renewed.

You’re free to stop using the Services at any time; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information You provide to us after You have stopped using our Services and/or App.

OhWhatAChat is also free to terminate (or suspend access to) Your use of the Services or Your account, for any reason in our discretion, including Your breach of these Terms. OhWhatAChat has the sole right to decide whether You are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any chatbots and Content associated with Your account.

We will try to provide advance notice to You prior to our terminating Your account so that You are able to retrieve any important content You may have stored in Your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of OhWhatAChat.

Provisions that, by their nature, should survive termination of these Terms shall indeed survive termination. By way of example, all of the following will survive termination: any obligation You have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between You and Us.

10. Warranty Disclaimer

Neither OhWhatAChat nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services and/or App, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.

THE SERVICES, SITE, AND APP ARE PROVIDED BY OHWHATACHAT (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

OhWhatAChat does not represent or warrant that: (i) the use of the Site, Apps or Services will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Site, Apps or Services will meet Your requirements or expectations, (iii) errors or defects will be corrected, (iv) the Site, Apps or Services or the server(s) that make the Services available are free of viruses or other harmful components.

11. Limitation of Liability

Your sole remedy with respect to any claims arising out of this Agreement shall be a claim for money damages limited to the lesser of: (i) THE AMOUNTS PAID BY YOU TO OHWHATACHAT IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM,; or (ii) One Hundred US Dollars ($100).

In no event shall OhWhatAChat be liable for: (i) any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit, or the cost of procurement of substitute products or services by You even if advised of the possibility of such damages; (ii) any delay or failure to provide the Services that is due to third parties, including, without limitation, internet service providers, data centers, server hosting companies and telecommunications companies; (iii) credit card fraud committed against You by any third party provider of credit card services.

12. Indemnity

To the fullest extent allowed by applicable law, You agree to indemnify and hold OhWhatAChat, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) Your use of the Services or Apps(including any actions taken by a third party using Your account), and (b) Your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for Your account (provided that failure to deliver such notice shall not eliminate or reduce Your indemnification obligations hereunder).

13. Assignment

You may not assign, delegate or transfer these Terms or Your rights or obligations hereunder, or Your Services account, in any way (by operation of law or otherwise) without OhWhatAChat’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

14. Choice of Law; Arbitration

These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.

For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND OhWhatAChat ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15. Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with Your activity in connection with the Services and App, provided that OhWhatAChat may, in its sole discretion, do any of the foregoing on Your behalf or for itself as it sees fit.

The failure of either You or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

You and OhWhatAChat agree that these Terms are the complete and exclusive statement of the mutual understanding between You and OhWhatAChat, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

You hereby acknowledge and agree that You are not an employee, agent, partner, or joint venture of OhWhatAChat, and You do not have any authority of any kind to bind OhWhatAChat in any respect whatsoever. You and OhWhatAChat agree there are no third party beneficiaries intended under these Terms.

Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with reasonable dispatch whenever such causes are removed.