Terms
The chatlaunch Advertising Pvt. Ltd. listed below (“Chatlaunch” or “Chatlaunch.co”) and the organization or individual making an order for or using any Services (“Customer” or “you”) engage into this Chatlaunch Subscription Terms of Service (“Agreement”). All references to “you” or “Customer” refer to your company if you are accessing or using the Services on behalf of your business. You also agree that you have the authority to accept this Agreement on behalf of your organization.
In accordance with any chatlaunch ordering documents, online registration, order descriptions, or order confirmations referencing this Agreement (“Order Form(s)”), Customer may purchase subscriptions to chatlaunch’s online software-as-a-service products and other services. This Agreement also lays out the fundamental terms and conditions under which those products and services will be provided. This Agreement will apply to Customer’s first purchase on the Effective Date and to any other purchases made by Customer using this Agreement as a reference in the future.
The “Effective Date” of this Agreement is the date that comes first: (a) the customer’s first use of any Service (as defined below) through any online ordering, provisioning, or registration procedure; or (b) the date that the first Order Form referencing this Agreement becomes effective.
Agreement Modifications: Chatlaunch has the right to make changes to this Agreement at any time. Changes take effect for the Customer upon the renewal of the Customer’s existing Subscription Term (as defined below) or the Customer’s submission into a new Order Form, unless chatlaunch specifies otherwise. Chatlaunch should make a good faith attempt to inform the customer of the modifications by email, chatlaunch’s account, or other channels. Before renewing a Subscription Term or completing a new Order Form, the Customer may be asked to click to accept or otherwise agree to the modified Agreement. In any case, Customer’s continued use of the Services after the updated version of this Agreement takes effect will be considered Customer’s acceptance of such updated version. The Customer may terminate the applicable Subscription Term but will not be entitled to a refund of any fees it may have pre-paid for use of the applicable Services during the terminated portion of the Subscription Term if chatlaunch specifies that changes to the Agreement will take effect prior to the Customer’s next renewal or order (for example, for reasons of legal compliance or product change) and Customer objects to such changes.
General Terms
Assign. Each party’s allowed successors and assigns shall be bound by this Agreement and will benefit from it. This Agreement may not be assigned by either party without the other’s prior written approval; however, each party may do so in connection with a merger, reorganization, acquisition, or other transfer of all or nearly all of that party’s assets or voting securities. This Agreement shall not be transferable or assignable unless specifically permitted by this Section 17.1. Should any court of competent jurisdiction rule that any term of this Agreement is unenforceable or unlawful, such ruling will be restricted to the least amount required to keep this Agreement in full force and effect.
Governing Law; Dispute Resolution.
Governing Law; Dispute Resolution.
a) Settlement of disputes directly. The parties must first attempt to settle any disagreement, claim, issue, or dispute arising out of or related to this Agreement, whether it be based on a contract, tort, or another legal theory (“Dispute”). If a conflict develops, the complaining party must provide the opposing party written notice in a document called “Initial Notice of Dispute,” which must contain a detailed description of the issue (“Initial Notice of Dispute”). An initial notice of dispute filed to chatlaunch must be sent by mail to the following address and by email to support@chatlaunch.co. Once the parties have received the Initial Notice of Dispute, they will endeavor to resolve the dispute in a fair and reasonable manner that satisfies their shared interests by consulting and negotiating with one another (“Direct Dispute Resolution”). After thirty (30) days after receiving the Initial Notice of Dispute, if the parties are unable to resolve the dispute through Direct Dispute Resolution, the dispute will be arbitrated in accordance with the guidelines below.
In arbitration. IF, AS DETAILED ABOVE, DIRECT DISPUTE RESOLUTION IS UNABLE TO RESOLVE A BETWEEN THE PARTIES, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. The parties forfeit their right to a jury trial when they consent to arbitrate. In Indore, Madhya Pradesh, the arbitration will be held in front of a single, impartial arbiter. With one exception, the arbitration will be conducted in compliance with this agreement and the Rules and Procedures for the Arbitration. The arbitrator will only allow one discovery deposition per side unless it is determined—after considering all pertinent information—that additional depositions are necessary. The arbitrator will take into account the amount in dispute, the intricacy of the factual issues, the number of parties and the range of interests held by each, as well as whether any or all of the claims seem to have enough merit based on the pleadings to warrant the time and costs involved in the requested discovery. Madhya Pradesh’s Indore is the venue for the arbitration. The arbitrator will provide a written decision. The arbitrator will decide on matters pertaining to the application, interpretation, and enforcement of this agreement, as well as the degree to which any dispute is subject to arbitration. The Indore substantive law will be used by the arbitrator to the degree that the law applies. The arbitration process will be handled in strict confidence, and neither the parties nor the arbitrators may reveal the details or outcome of the hearing unless it’s required to do so in order to abide by legal or regulatory obligations. The parties shall be bound by the arbitrator’s decision, and any court with jurisdiction may enter judgment on the arbitrator’s award. The arbitrator will pay reasonable costs and legal fees spent by the winning party throughout the arbitration process to that party, if there is one.
b) Jurisdiction and Law Selection. Customer agrees to submit to and consent to the personal and exclusive jurisdiction of the state or local court located within Indore, Madhya Pradesh, as well as its exclusive venue, for any claim that is not covered by this dispute resolution provision. State law will always take precedence in disputes.
d) Joinery and Construction. THIS AGREEMENT SHALL BE INTERPRETED AS THOUGH PARTIES WRITTEN IT TOGETHER. It is agreed upon by both the customer and Chatlaunch that neither party may file a claim against the other other except in their respective individual capacities and not as a plaintiff or class member in any alleged class. A dispute arising under this agreement cannot be combined with any other dispute, including disputes involving other current or past users of the services, and class arbitration proceedings are not permitted. A COURT, NOT AN ARBITRATOR, MUST adjudicate any claim pertaining to the validity or enforceability of this provision in the event of a dispute.
g) Relief by Injunction. Despite the aforementioned clauses, Chatlaunch is free to file a request for injunctive remedies—or any other kind of urgent judicial relief—in any country.
Notice: All notices and communications required or permitted under this Agreement shall be given in writing to the parties at the addresses specified on the Order Form or at any other address that may be provided in writing by any party to the other in accordance with this Section. The addressee shall be deemed to have received the notice: (i) immediately upon receipt if given by hand; (ii) the first business day following dispatch if given by overnight courier service; or (iii) the second business day after the notice is deposited in the mail, postage prepaid and return receipt requested.
Waivers and Amendments. A lawfully authorized representative of each party to this agreement must execute any addition, modification, or alteration in writing for it to be binding, unless otherwise specified herein. A failure to enforce or exercise rights under this Agreement will not be deemed a waiver, nor will such waiver be effective unless it is made in writing and signed by a fully authorized representative of the party claiming to have waived. The terms and conditions of this Agreement shall override any provision of any purchase order or other business form used by Customer, and any such document pertaining to this Agreement shall be for administrative reasons only and shall not have any legal force.
Entire Agreement. All prior written and oral agreements and communications pertaining to the subject matter of this Agreement are superseded and cancelled, and this Agreement serves as the exclusive and full statement of the parties’ mutual understanding. The customer understands that the Services are subscription-based online services, and that chatlaunch may modify the Services to enhance the user experience. Nextel will update the relevant Documentation in light of these modifications. In order to reflect process improvements or changing practices, the support and service level availability terms may be updated from time to time with reasonable notice to the customer; however, the modifications will not materially decrease chatlaunch obligations as compared to those reflected in such terms as of the Effective Date.
Force majeure. A strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or denial of a license by a government agency are examples of unforeseeable events that occur after the signing of this Agreement and that are beyond the reasonable control of such party. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (apart from a failure to pay fees).
subsidiary companies. In order to provide the Services under this Agreement, chatlaunch may use the services of subcontractors and allow them to exercise the rights granted to chatlaunch; however, chatlaunch will still be accountable for (i) any such subcontractor’s compliance with the terms of this Agreement and (ii) the overall performance of the Services as required by this Agreement.
Self-employed Contractors. This Agreement is between independent contractors. The parties do not establish any employment, franchise, joint venture, partnership, or agency relationship by this agreement. Without the other party’s prior written approval, neither party will be able to bind the other or incur liabilities on the other’s behalf.
End users in government. Commercial computer software is a component of the services. The use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement if the user or licensee of the Services is an agency, department, or other entity of the India Government. Every service was entirely created on a private basis. Any other usage is not permitted.
chatlaunch Services
Overview of Services. A collection of software-as-a-service solutions designed to engage customers, chatlaunch Services are provided via a single platform. The Services offer a Dashboard for accessing and managing Customer Data on those People, as well as the ability for Customer to manage communications with People over the course of their engagement with Customer. Through supported integrations, customers may import customer data between the Services and certain third-party platforms. In order to allow live chat and message features, the Services additionally include chatlaunch Code that is installed on customer properties.
Delivery of Services. For the period of time specified on the Order Form (each, a “Subscription Term”), each Service is offered on a subscription basis.In addition, Chatlaunch could provide Professional Services—as described in Section 12—in connection with specific Services. The particular Services and any related Professional Services (if any) will be purchased by the Customer and provided by Nextel in accordance with the terms stated in the relevant Order Form.
Obtaining Services. The scope of use limits specified in the relevant Order Form, as well as the terms and conditions of this Agreement, the Documentation, and Customer’s own benefit are the only ways in which Customer may access and use the Services (including without limitation the number of People monitored). Only Authorized Users are authorized to use and access the Services. In the event that the customer receives API keys or passwords for using Nextel’s systems to access the services, the customer will demand that all authorized users maintain the confidentiality of any API keys, user IDs, and password information and not disclose it to any unapproved parties. User IDs are assigned to specific, identified individuals and cannot be shared. If the client is utilizing the login credentials supplied by third party (Google, for example) regarding the provisioning and use of such credentials, and may access and use the Services only for its own advantage. Any and all activities made with the customer’s credentials and accounts are the customer’s responsibility. Customer must promptly remove the user ID and otherwise terminate the Permitted User’s access to the Service in the event that any Permitted User who has access to a user ID is no longer an employee (or Contractor, as described below) of Customer. The permission to utilize the Services includes the ability to install chatlaunch Code on customer properties to allow chat, messaging, and other related features. It also includes the ability to gather customer data for use with the Services, as detailed below.
Associates and Contractors. Customer may designate employees and contractors of its Affiliates as Permitted Users; however, Customer shall remain liable for such individuals’ compliance with all terms and conditions of this Agreement, and such individuals’ use of the Services shall be for Customer’s exclusive benefit.
Sample Subscriptions. If Customer is granted free access to the Service or a trial or evaluation subscription (a “Trial Subscription”), Customer may use the Services for fourteen (14) days, or for an extended period of time as chatlaunch may designate, in compliance with the terms and conditions of this Agreement (the “Trial Period”). Trial subscriptions are only allowed if the customer uses them to decide whether to buy a paid membership to the services. Not every feature and capability available during a paid subscription term will be available during a trial subscription. At the conclusion of the Trial Period, Customer’s access to and use of the Services, as well as this Agreement, will expire if Customer does not enroll into a paid Subscription Term. chatlaunch retains the authority to end a Use the trial subscription for any purpose, at any time. CHATLAUNCH WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT.
Customer Data
Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Nextel. Subject to the terms of this Agreement, Customer hereby grants to Nextel a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customers and to enhance the Nextel technology.
keeping client data on file. Chatlaunch does not offer archival functionality. All that Nextel promises to do is prevent any Customer Data from being purposefully removed from any Service before the Customer’s relevant Subscription Term expires. Chatlaunch hereby explicitly disclaims any additional warranties regarding storage.
Customer Obligations.
a) Broadly speaking. The legality, correctness, and substance of any Customer Data are the exclusive responsibility of the Customer. In accordance with Section 3.1 (Rights in Customer Data), the Customer represents and warrants to chatlaunch that it has all the rights, (ii) Any laws; or (iii) any agreements pertaining to usage of the customer properties or the customer’s accounts on any third-party platforms, including terms of service, privacy policies, and other documents. Additionally, the customer guarantees and declares that all of the customer data conforms with the AUP. As if it were supplied by Customer, Customer shall be solely liable for any Customer Data that any Person submits to the Services.
consents, and authorizations required to collect, share, and use all Customer Data as specified in this Agreement and that none of the Customer Data will violate or infringe upon the intellectual property, publicity, privacy, or other rights of third parties.
c) No Private Information That Is Sensitive. The customer expressly consents to not gather, retain, process, or transmit any sensitive personal information via the services. The customer understands that Chatlaunch is not a PCI DSS compliant business associate, subcontractor, or payment card processor. Notwithstanding anything in this agreement to the contrary, Chatlaunch shall not be liable under this Agreement for Sensitive Personal Information.
b) Adherence to the law. The customer guarantees that when using the services, it will abide by all applicable laws. In keeping with the generality of the above, Customer agrees not to use the Services for any unsolicited marketing, advertising, or other purposes, including but not limited to actions that are against anti-spam laws and regulations.
d) Property Disclosures for Customers. The customer understands that each Person who accesses the customer properties will have a distinct cookie ID linked to them by the chatlaunch Code, which allows Nextel to offer the services. A link to Customer’s privacy policy, which details Customer’s use of third-party tracking technologies to gather information about People in accordance with this Agreement, must be included on each Customer Property. The manner and objectives for which the information obtained via the chatlaunch Code will be utilized or shared with chatlaunch as part of the Services must be specified in the customer’s privacy policy. In the event that cookies or other data are stored or accessed on People’s devices in connection with the Services, Customer should further furnish People with unambiguous and thorough notice about such activities, as mandated by relevant laws. To be clear, in accordance with all applicable laws, Customer will be exclusively responsible for getting the permissions, consents, and approvals from People.
e) Social Media Data.
i. Based on People’s phone number and email addresses entered into the Services, the Services use third-party services to enable Customer to retrieve publicly-available information about People, including without limitation social media information, profile information, gender, company, job titles, photos, physical addresses, and website URLs (“Social Media Data”).
ii. Limitations.Customer consents to refrain from using any Social Media Data acquired through the Services for cookie tracking, ad networks, ad exchanges, data brokerages, sending electronic communications (including email) against the law, or any other activity or purpose that chatlaunch may from time to time designate as prohibited.
Disclosures (iii).Customer undertakes to obtain from People all clearances, consents, and approvals required to use Social Media Data under all applicable laws. This includes, but is not limited to, providing information about the collection and use of People’s email addresses as described in this Section in Customer’s privacy policy.