This is a contract between you (the Client) and us (Sciensio, LLC DBA 42Chat). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document, but we have tried to make it as readable as possible. These terms are important, and we cannot provide our products and services to you unless you agree to them. By using our Chatbot Services or receiving the Consulting Services, you are agreeing to these terms.
We periodically update these terms. If you have an active 42Chat service agreement, we will let you know when we do via an email. You can find archived versions of the terms here.
Below is a high-level summary of the Agreement:
"Agreement" means these Client Terms of Service and all materials referred or linked to in this document.
"Chatbot Service" means all of our Chatbot applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, and any ancillary products and services, that we provide to you.
“Chatbot Service Period” means the calendar time period and duration during which the Chatbot Service is being developed and available to be accessed by Chatbot Users.
“Chatbot Channels” shall refer to the various communication channels (i.e. SMS, Facebook Messenger, Telegram, Viber, etc.) through which the Chatbot Service will be made available.
“Chatbot Message” means any message that is sent to or from the Chatbot Service. For example, a Chatbot User texting “Where Do I Park” could receive a text response from the Chatbot Service in two separate message bubbles, in which case the total number of Chatbot Messages for that interaction would be three messages.
"Chatbot User Limit" means the total number of Chatbot Users that may interact with the Chatbot Service during the Chatbot Service Period.
"Client Contact Data" means the name, email address, phone number(s), online user name(s), telephone number, and any other User information you provide to us or the Chatbot User provides to us through interacting with a Chatbot Service.
"Client Content" means all information that you provide or submit to us in order for us to design, deploy and support the Chatbot Service. Client Content does not include Enrichment Data.
“Client Data” means all Client Contact Data and Client User Data.
"Client Materials" means all materials that you provide or post, upload, input or submit for display through the Chatbot Service.
"Client Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Chatbot Service for your benefit and have unique user identifications and passwords for the Chatbot Service.
"Client Users Data" means the name, email address, phone number(s), online user name(s), telephone number, and any other information you provide to us or the Client User provides to us through interacting with a Chatbot Service.
“Confidential Information” means all information provided by you or us ("Discloser") to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Client Contact Data and information about the Discloser’s business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
“Consulting Service Period” means the calendar time period during which the Consulting Services will be provided.
“Enrichment Data” means the data we make available to you as part of the ChatBot Service Agreement. Enrichment Data also includes information about Chatbot Users, such as social media handles, avatars, and alternate email address, that we obtain from public or third party sources.
"Order" or "Order Form" means the 42Chat-approved form or online process by which you agree to subscribe to the Chatbot Service or purchase Consulting Services.
"42Chat Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Chatbot Service or Consulting Services, including Enrichment Data.
"Sensitive Information" means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.
"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Chatbot Service. These products and services include integrations and links to non-42Chat provided applications, content and services.
"Third-Party Sites" means third-party websites linked to from within the Chatbot Service, including Communications Services.
"42Chat", "we", "us" or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
"You", "your" or “Client” means the person or entity subscribing to the Chatbot Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the Client.
B. GENERAL COMMERCIAL TERMS
During the Chatbot Service Period, we will provide you access to use the Chatbot Service as described in this Agreement and the applicable Order. We might provide some or all elements of the Chatbot Service through third party service providers.
2. Additional Features.
You may subscribe to additional features of the Chatbot Service by placing an additional Order or activating the additional features from within your 42Chat portal (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your 42Chat portal.
We try to make the Chatbot Service during the Chatbot Service Period available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
4. Consulting Services.
You may purchase Consulting Services by placing an Order with us. Consulting Services will be delivered in English. Fees for these Consulting Services are in addition to your Chatbot Subscription Fees. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.
All Consulting Services are performed remotely, unless you and we otherwise agree.
For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.
If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.
We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.
5. Fees and Payments.
a. Chatbot Subscription Fees. The Chatbot Subscription Fee will remain fixed during the Chatbot Service Period unless you: (i) exceed your Chatbot User Limit, (ii) incur additional SMS messaging costs above the agreed upon aggregate dollar amount, (iii) upgrade products or base packages, or (iv) subscribe to additional features or products, including increasing the Chatbot User Limit.
b. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Chatbot or Consulting Service Period. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
c. Payment against invoice. If you are paying by invoice, we will invoice you immediately and payment must be received prior to the start of the project. All amounts invoiced are due and payable upon receipt of the invoice, unless otherwise specified in the Order Form.
d. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made by contacting firstname.lastname@example.org. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Chatbot or Consulting Service Period.
e. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Chatbot Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
Our Custom and Template Chatbots are accessible through the channel(s) (i.e. SMS, Web Messenger, WhatsApp?, etc), include the scope and scale, and are limited to the number of EventBot users as specified in each individual ChatBot Service Statement of Work.
To realize the full value of the Chatbot Service and Consulting Services, your participation and effort are needed. Resources that may be required from you include a project manager/event planner, one or more content creators, and a technical resource (or equivalent) for WebChat setup. Responsibilities that may be required include provide Client Contacts and Materials and providing other information and responses from the 42Chat deployment team.
D. GENERAL LEGAL TERMS
1. Client Contact Data.
b. Aggregate Data. We may monitor use of the Chatbot Service by all of our Chatbot Users and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Client Contact Data and/or identify you.
c. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Client Contact Data. You consent to the processing of Client Contact Data in the United States.
2. 42Chat’s Proprietary Rights.
This is an Agreement for access to and use of the Chatbot Service, and you are not granted a license to any software by this Agreement. The Chatbot Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the 42Chat Content, the Chatbot Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. You may not use any of our trademarks without our prior written permission.
If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Chatbot Service (unless, of course, you have a source other than the Chatbot Service for such Enrichment Data.) Enrichment Data may be made available to you based on Client Contact Data, but we will not use your Client Contact Data to enrich data for other parties. The Enrichment Data we provide may be provided from or through third party service providers or public sources.
3. Client’s Proprietary Rights.
As between the parties, you own and retain all rights to the Client Materials and Client Data. This Agreement does not grant us any ownership rights to Client Materials or Client Data. You grant permission to us and our licensors to use the Client Materials and Client Data only as necessary to provide the ChatBot Service and Consulting Services to you and as permitted by this Agreement. If you are using the ChatBot Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
You grant us the right to add your name and company logo to our client list and website.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Chatbot Service by you, (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Chatbot Service by any other person using your Client User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
7. Disclaimers; Limitations of Liability.
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE EVENTBOT SERVICE, DATA MADE AVAILABLE FROM THE CHATBOT SERVICE, 42CHAT CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE CHATBOT SERVICE, 42CHAT CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE CHATBOT SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE EVENTBOT SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
e. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE EVENTBOT SERVICE TO YOU.
a. Amendment; No Waiver. We may update and change any part or all of these Client Terms of Service, including the fees and charges associated with the use of the Chatbot Service (but, your fees and charges won’t change during the Chatbot Service Period except as we explain in the ‘Fees and Payments’ section above.) If we update or change these Client Terms of Service, the updated Client Terms of Service will be posted and we will let you know via email. The updated Client Terms of Service will become effective and binding on the next business day after it is posted. When we change these Client Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Client Terms of Service periodically.
If you do not agree with a modification to the Client Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Client Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Client Terms of Service published by us on our website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
c. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
d. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
e. Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Chatbot Service, the Consulting Services and our processing of Client Contact Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Chatbot Service and Consulting Services, including any applicable export laws. You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Chatbot Service or Consulting Services to prohibited countries or individuals or permit use of the Chatbot Service or Consulting Services by prohibited countries or individuals.
f. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
g. Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
To 42Chat, LLC., 1192 East Draper Parkway #418, Draper UT 84020, U.S.A., Attention: CEO.
To you: your address as provided in our 42Chat Subscription account information for you. We may give electronic notices by general notice via the Chatbot Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Chatbot Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
i. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
k. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
l. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
m. Survival. The following sections shall survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees and Payments’, 'Prohibited and Unauthorized Use', ‘No Early Termination; No Refunds’, ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Effect of Termination or Expiration’, ‘Retrieval of Client Contact Data’, ‘42Chat’s Proprietary Rights’, ‘Client’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’.
n. Precedence. In the event of a conflict between the terms of this Agreement and an Order, the terms of the Order shall control, but only as to that Order.
E. JURISDICTION SPECIFIC TERMS
1. Contracting Entity and Applicable Law.
You are contracting with 42Chat, LLC. and this Agreement is governed by the laws of the State of Utah, U.S.A. without reference to conflicts of law principles. For contracts with 42Chat, LLC., both parties consent to the exclusive jurisdiction and venue of the courts in Salt Lake City, Utah, U.S.A. for all disputes arising out of or relating to the use of the ChatBot Service or the Consulting Services.
2. EU/EEA Data Processing.
To the extent that 42Chat processes any Client Data that is subject to the General Data Protection Regulation (the “GDPR”), on Client’s behalf, in the provision of the services hereunder, the terms of the 42Chat Data Processing Agreement, which are hereby incorporated by reference, shall apply. For Clients that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with 42Chat, LLC, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply. You acknowledge in all cases that 42Chat acts as the data processor of Client Data and you are the data controller of each if you are subject to the applicable data protection regulations in the European Union and European Economic Area. Client will obtain and maintain any required consents necessary to permit the processing of Client Data under this Agreement. If you are subject to the GDPR you understand that if you give an integration provider access to your 42Chat account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our sub-processors.