THIS AGREEMENT DEFINES THE TERMS OF REFERENCE OF A BINDING CONTRACT ON YOU AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES.
By accepting this Agreement, either by accessing to or utilizing a Service, or approving or allowing any Agent or End-User to access or utilize a Service, You consent to be bound by this Agreement. In the event that You are entering into this Agreement in the interest of an organization, association or another legitimate substance (an "Entity"), You are consenting to this Agreement for that Entity and speaking to Ace Chat 24/7 that You have the expert to tie such Entity and its Affiliates to this Agreement, in which case the expressions "Subscriber," "You," "Your" or a related promoted term in this will allude to such Entity and its Affiliates. In case You do not have the authority, or do not concur with this Agreement, You should not acknowledge this Agreement and may not utilize any of the Services.
1.1 During the period of the Subscription Term and subject to compliance by You, Agents and End-Users with this Agreement, You have the constrained access and utilize a Service relative with the Service Plan(s) that You buy in to, together with all pertinent Deployed Associated Services, for Your internal business purposes. We will (a) make the Services and Service Data accessible to You in accordance with this Agreement and the appropriate Order Forms; (b) give relevant standard client support to the Services to You at no extra charge as point by point on the pertinent Site and Documentation as well as updated help whenever bought; (c) utilize commercially reasonable endeavors to make the Services accessible 24 hours per day, 7 days seven days, aside from (I) amid arranged downtime for upgrades and upkeep to the Services (of which We will utilize commercially reasonable endeavors to advise You ahead of time both through Our Site and a notice to Your Account proprietor and Agents) ("Planned Downtime"); and (ii) for any inaccessibility brought about by conditions past Our reasonable control, including, for instance, an act of God, act of government, flood, fire, seismic tremor, common turmoil, demonstration of fear, strike or other work issue (other than one including Our representatives), Internet specialist co-op disappointment or deferral, Other Services, or acts embraced by outsiders /3rd parties , including without restriction, forswearing of service assault /attack.
1.2 You may not utilize the Services to give client service, support or other re-appropriated business process services to more than one outsider (other than Affiliates) through a solitary Account. Without constraining the previous, Your entitlement to access and utilize the API is likewise subject to the confinements and arrangements executed by Ace Chat 24/7 from time to time as for the API as put forward in the Documentation or generally imparted to You in writing.
1.3 A high speed Internet connection is required for legitimate transmission of the Services. You are in charge of getting and keeping up the system associations that interface Your system to the Services, including, however not restricted to, "browser" software that bolsters protocols utilized by Ace Chat 24/7, including the Transport Layer Security (TLS) protocols or different protocols acknowledged by Ace Chat 24/7, and to pursue techniques for accessing services that help such protocols. We are not responsible to inform You, Agents or End-Users of any overhauls/upgrades, fixes or improvements to any such software or for any compromise of information, including Service Data, transmitted crosswise over PC systems or broadcast communications offices (including but not constrained to the Internet) which are not owned, operated or controllled by Ace Chat 24/7. We accept no accountability for the the reliability or performance of any connections as described in this section.
1.4 Notwithstanding consenting to alternate terms, conditions and confinements put forward underneath in this Agreement, You concur not to (a) permit, sublicense, move, exchange, lease, rent, exchange, dole out, disseminate, time share or generally commercially exploit or make the Services accessible to any outsider, other than approved Agents and End-Users in promotion of Your internal business purposes as explicitly allowed by this Agreement; (b) utilize the Services to Process information for the benefit of any 3rd party other than Agents or End-Users; (c) adjust, adjust, or hack the Services or generally endeavor to increase unapproved access to the Services or related frameworks or systems; (d) erroneously suggest any sponsorship or relationship with Ace Chat 24/7 (e) utilize the Services in any unlawful way, including, however not restricted to, infringement of any individual's security rights; (f) utilize the Services to send spontaneous or unapproved mass mail, garbage mail, spam, fraudulent business models or different types of duplicative or spontaneous messages; (g) utilize the Services to store or transmit records, materials, information, content, sound, video, pictures or other substance that encroaches on any individual's licensed innovation rights; (h) utilize the Services in any way that meddles with or upsets the trustworthiness or execution of the Services and its segments; (I) endeavor to decode, decompile, figure out or generally find the source code of any Software making up the Services; (j) utilize the Services to intentionally post, transmit, transfer, connection to, send or store any substance that is unlawful, supremacist, contemptuous, damaging, hostile, vulgar, or biased; (k) utilize the Services to store or transmit any "protected health information” as that term is characterized in 45 C.F.R. 160.103, except if explicitly consented to generally recorded as a hard copy by Ace Chat 24/7; (l) utilize the Services to intentionally post transmit, transfer, connection to, send or store any infections, malware, Trojan horses, time bombs, or some other comparative harmful programs ("Malicious Software"); (m) use or launch any automated system that accesses a Service (i.e., bot) in a way that sends more request messages to a Service server in a given timeframe than a human can sensibly create in a similar period by utilizing an conventional on-line internet browser; or (n) endeavor to utilize, or utilize the Services disregarding this Agreement.
1.5 You are in charge of compliance with the provisions of this Agreement by Agents and End-Users and for all exercises that occur under Your Account, just as for all Service Data. Without constraining the prior, You are exclusively in charge of guaranteeing that utilization of the Services to store and transmit Service Data is consistent with every pertinent law and controls just as all protection approaches, understandings or different commitments You may keep up or go into with Agents or End-Users. You additionally keep up all obligation regarding deciding if the Services or the data produced in this manner is precise or adequate for Your purposes. Subject to any impediment on the quantity of individual Agents accessible under the relevant Service Plan(s) to which You bought in or pertinent Deployed Associated Service, access to and utilization of the Services is limited to the predetermined number of individual Agents allowed under Your membership to the material Service. You concur and recognize that every Agent will be distinguished by a one of a kind username and secret key ("Login") and that an Agent Login may just be utilized by one (1) person. You won't share an Agent Login among numerous people. You and Your Agents are in charge of keeping up the classification of all Login data for Your Account.
1.6 notwithstanding Our rights as put forward in Sections 2 and 6.4, We hold the right, in Our sensible tact, to briefly suspend Your access to and utilization of a Service in the event that We think or recognize any Malicious Software associated with Your Account or utilization of a Service by You, Agents or End-Users.
1.7 You recognize that Ace Chat 24/7 may adjust the highlights and usefulness of the Services during the Subscription Term.
1.8 You may not get access to the Services if You are an immediate contender of Ace Chat 24/7, aside from with Ace Chat 24/7 prior writtent assent. You may not get access to the Services for the purpose of observing performance, accessibility, functionality, or for any benchmarking or competitive purposes.
1.9 If You register for a free preliminary trial for any of the Services, We will make such Services accessible to You on a preliminary trial premise for free of charge until the prior of (a) the finish of the free time for testing for which You enlisted to utilize the material Service(s); (b) the begin date of any subscription to such Service bought by You for such Service(s); or (c) end of the preliminary by Us in our sole caution. Extra preliminary trial terms and conditions may show up on the preliminary trial enrollment page. Any such extra terms and conditions are embedded into this Agreement by reference and are legitimately official. It would be ideal if you audit the relevant Documentation amid the time for testing so You get comfortable with the highlights and features of the Services under appropriate Service Plans before You make Your purchase.
Each Party will hold all rights, title and interest for and to all its separate licenses, innovations, copyrights, trademarks, space names, exchange insider facts, know-how and some other protected innovation and additionally restrictive rights (on the whole, "Intellectual Property Rights"). The rights conceded to You, Agents and End-Users to utilize the Service(s) under this Agreement don't pass on any extra rights in the Service(s) or in any Intellectual Property Rights related therewith. Subject just to constrained rights to access and utilize the Service(s) as explicitly expressed in this, all rights, title and enthusiasm for and to the Services and all equipment, Software and different segments of or used to give the Services, including all related Intellectual Property Rights, will stay with Ace Chat 24/7 and have a place solely with Ace Chat 24/7. Ace Chat 24/7 will have a completely paid-up, royalty-free, around the world, transferable, sub-licensable (through numerous layers), assignable, unalterable and never-ending permit to execute, use, change, industrially abuse, as well as consolidate into the Services or generally utilize any proposals, improvement solicitations, suggestions or other input We get from You, Agents, End-Users, or other 3rd parties acting on your behalf.
In case you choose to empower, access or utilize Other Services, be instructed that Your access and use concerning such Other Services are administered exclusively by the terms and states of such Other Services, and We don't support, are not mindful or subject for, and make no portrayals as to any part of such Other Services, including, without confinement, their substance or the way in which they handle, ensure, oversee or Process information (counting Service Data) or any connection among You and the supplier of such Other Services. We can't ensure the proceeded with accessibility of such Other Service includes, and may stop empowering access to them without qualifying You for any discount, credit, or other pay, if, for instance and without confinement, the supplier of an Other Service stops to make the Other Service accessible for interoperation with the relating Service in a way worthy to Us. You irreversibly defer any case against Ace Chat 24/7 regarding such Other Services. We are not subject for any damage or loss caused or affirmed to be brought about by or regarding Your enablement, access or utilization of any such Other Services, or Your dependence on the privacy practises, information security forms or different policies of such Other Services. You might be required to enlist for or sign into such Other Services on their particular sites. By empowering some other Services, You are explicitly allowing Ace Chat 24/7 to unveil Your Login, just as Service Data as important to encourage the utilization or enablement of such Other Services
4.1 Unless generally showed on an Order Form referencing this Agreement, in the Supplemental Terms entitled "Service Specific Terms", or Additional Terms (as characterized in Section 10.2) and subject to Section 3.2, all charges related of Your access to and utilization of a Service ("Subscription Charges") are due in full upon commencement of Your Subscription Term, or, as for a Deployed Associated Service, at the time such Deployed Associated Service is obtained, bought in to or generally conveyed. On the off chance that You neglect to pay Your Subscription Charges or different charges demonstrated on any Order Form within five (5) business days of Our notice to You that installment is expected or reprobate, or in the event that You don't refresh installment data upon Our ask for, notwithstanding Our different cures, We may suspend or end access to and utilization of such Service by You, Agents and End-Users.
4.2 If You redesign Your Service Plan to access and utilize a Service amid Your Subscription Term (a "Subscription Upgrade"), any incremental Subscription Charges related with such Subscription Upgrade will be allocated over the rest of the time of Your then present Subscription Term, charged to Your Account and due and endless supply of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will mirror any such Subscription Upgrades.
4.3 No discounts/refunds or credits for Subscription Charges or different expenses or installments will be given to You on the off chance that You choose to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of substance, highlights, or limit of the Service as accessible to You under Your Account, and Ace Chat 24/7 does not acknowledge any risk for such misfortune.
4.4 Unless generally expressed, Our charges do exclude any expenses, tolls, obligations or comparable service evaluations, including value added deals, use or retaining charges assessable by any nearby, state, provincial, or remote locale (all in all "Duties"). You are in charge of making good on Regulatory expenses, with the exception of those assessable against Ace Chat 24/7 estimated by its net gain. We will invoice You for such Taxes on the off chance that We trust We have a lawful commitment to do as such and You consent to settle such Regulatory obligations, if so invoiced.
4.5 If You pay by means of SWIFT as trained by us, the Account proprietor will get a receipt upon each receipt of installment, to follow membership status. You will guarantee to make the installment ahead of time on an occasional premise as per the terms of the Service Plan for the Services and for periodic Subscription Charges relevant, to Deploy Associated Services to which You buy in until Your subscription to the Services ends, and You further consent to pay any Subscription Charges so caused. You consent to immediately refresh Your Account data with any changes (for instance, an adjustment in Your charging address) that may happen.
Ace Chat 24/7 maintains whatever authority is needed to grant credits at its sole caution. Credits have no financial or money value and must be utilized by You to counterbalance Your resulting installments of Subscription Charges for the relevant Service. Credits may just be connected to Subscription Charges due for the Service explicitly recognized by Ace Chat 24/7 when issuing the credit. Credits must be utilized by You and are non-transferable.
6.1 Either Party may choose to end Your Account and subscription to a Service as of the finish of Your then present Subscription Term by giving notification, as per this Agreement, on or before the date thirty (30) days going before the finish of such Subscription Term. Except if Your Account and subscription to a Service is so ended, Your subscription to a Service (counting any Deployed Associated Services) will recharge for a Subscription Term comparable long to the then terminating Subscription Term. Except if generally accommodated in an Order Form, the Subscription Charges material to Your subscription to a Service for any such consequent Subscription Term will be Our standard Subscription Charges for the Service Plan and Deployed Associated Services to which You have bought in or which You have conveyed, as pertinent, as of the time such ensuing Subscription Term starts.
6.2 No discounts/refunds or credits for Subscription Charges or different expenses or installments will be given to You on the off chance that You choose to end Your membership to the Service or cancel Your Account before the completion of Your then effective Subscription Term.
6.3 Except for Your termination under Section 6.5, in the event that You terminate Your subscription to a Service or cancel Your Account before the termination of Your then effectivel Subscription Term or We impact such termination or cancellation as per Sections 2, 6.4 and 6.5, notwithstanding different sums You may owe Ace Chat 24/7. You should quickly pay any, at that point unpaid Subscription Charges related with the rest of such Subscription Term. This sum won't be payable by You in the occasion You terminate Your membership to a Service or cancel Your Account because of a material breach of this Agreement by Ace Chat 24/7, provided that You give notification ahead of time of such breach to Ace Chat 24/7 and bear the cost of Ace Chat 24/7 at the very least thirty (30) days to reasonably fix such breach as accommodated in Section 7.5 in this.
6.4 We maintain whatever authority is needed to alter, suspend or end the Services (or any part thereof), Your Account or Your or potentially Agents' or End-Users' rights to access and utilize the Services, and evacuate, incapacitate and dispose of any Service Data on the off chance that We trust that You, Agents or End-Users have disregarded this Agreement. This incorporates the evacuation or disablement of Service Data as per Our Copyright Infringement Notice and Takedown Policy. Except if legitimately disallowed from doing as such, We will utilize commercially reasonableendeavors to get in touch with You specifically by means of email to tell You when taking any of the foregoing actions. We will not be at risk to You, Agents, End-Users or some other 3rd party for any such adjustment, suspension or cessation of Your rights to access and utilize the Services. Any presumed deceitful, oppressive, or illicit movement by You, Agents or End-Users might be alluded to law authorization specialists at Our sole discretion.
6.5 A Party may terminate this Agreement for cause (an) upon thirty (30) days' written notice to the other Party of a material breach if such breach stays untreated at the termination of such period; or (b) if the other Party turns into the subject of a petition in chapter 11 or some other continuing identifying with bankruptcy, receivership, liquidation or task to support loan bosses. In the event that this Agreement is terminated by You as per this area, We will, to the degree allowed by section law, refund You any prepaid charges covering the rest of the Subscription Term after the effective date of termination. In the event that this Agreement is ended by Us as per this segment, You will pay any unpaid expenses/fees covering the rest of the Subscription Term according to all relevant Order Forms. In no occasion will termination ease You of Your commitment to pay any expenses/fees payable to Us for the period preceding the effective date of termination.
6.6 Based on your request made within thirty (30) days after the effective date of expiration or termination of this Agreement, We will make Service Data accessible to You for export or download as gave in the Documentation. After such 30-day time span, We will have no commitment to maintain up or provide any Service Data, and, as gave in the Documentation, will have the directly to erase or destroy all duplicates of Service Data in Our frameworks or generally in Our ownership or control, except if disallowed by law.
7.1 Each Party admits and represents that it has truly gone into this Agreement and has the legitimate capacity to do as such.
7.2 We warrant that amid a pertinent Subscription Term (a) this Agreement and the Documentation will precisely portray the appropriate regulatory, physical, and specialized shields for insurance of the security, secrecy and trustworthiness of Service Data; and (b) the Services will perform really as per the applicable Documentation. For any breach of a warranty above, Your selective remedies/cures are those depicted in Section 6.5 in this.
7.3 EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6.2, THE WEBSITES AND THE ALLIED SERVICES, INCLUDING ALL COMPONENTS OF ACE CHAT 24/7 SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS Seems to be" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AS PER THIS AGREEMENT YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT
8.1 ACE CHAT 24/7 SHALL UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Ace Chat 24/7’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES FOR SUCH SERVICES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
8.3 Some juridictions don't permit the avoidance of suggested guarantees or restriction of risk for accidental or consequentila harms/damages, which implies that a portion of the above confinements may not make a difference to You. IN THESE JURISDICTIONS, Ace Chat 24/7'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8.4 Any cases/claims or harms/damages that You may have against Ace Chat 24/7 will just be enforceable against Ace Chat 24/7 and not against any other entity or its officers, executives, delegates or operators
9.1 We will indemify and hold You innocuous, from and against any case/claim against You by reason of Your utilization of a Service as allowed hereunder, brought by an 3rd party asserting that such Service encroaches or misuses an 3rd party’s legitimate patent, copyright, trademark or competitive advantage (an "IP Claim"). We will, to Our detriment, guard such IP Claim and pay damages granted against You in association therewith, including the reasonable charges and costs of the lawyers connected by Ace Chat 24/7 for such barrier, provided that (a) You promptly notify Ace Chat 24/7 of the risk or notice of such IP Claim; (b) We will have the sole and elite control and specialist to choose defense lawyers, and shield or potentially settle any such IP Claim; and (c) You completely coordinate with Ace Chat 24/7 in association therewith. On the off chance that utilization of a Service by You, Agents or End-Users has moved toward becoming the subject of any such IP Claim, We may, at Our alternative and cost, (a) secure for You the directly to keep utilizing the Service(s) as put forward hereunder; (b) supplant or change a Service to make it non-encroaching; or (c) if choices (an) or (b) are not commercially reasonable or practicable as dictated by Ace Chat 24/7, end Your subscription to the Service(s) and reimburse You, on a pro rata premise, any Subscription Charges recently paid to Ace Chat 24/7 for the relating unused part of Your Subscription Term for such Service(s). We will have no risk or commitment under this Section 9.1 as for any IP Claim if such case is caused in entire or to a limited extent by (I) consistence with plans, information, directions or particulars given by You; (ii) adjustment of the Service(s) by anybody other than Ace Chat 24/7 or (iii) the mix, activity or utilization of the Service(s) with other equipment or programming where a Service would not without anyone else be encroaching. The arrangements of this Section 9.1 express the sole, select and whole obligation of Ace Chat 24/7 to You and establish Your sole cure/remedy as for an IP Claim brought by reason of access to or utilization of a Service by You, Agents or End-Users.
9.2 You will repay and hold Ace Chat 24/7 innocuous against any case brought by an 3rd partyr against Ace Chat 24/7 emerging from or identified with utilization of a Service by You, Agents or End-Users in break of this Agreement or matters for which You have explicitly consented to be mindful according to this Agreement; gave (a) We will instantly tell You of the risk or notice of such case; (b) You will have the sole and elite control and specialist to choose safeguard lawyers, and guard and additionally settle any such case (nonetheless, You will not settle or bargain any case that outcomes in obligation or affirmation of any risk by Us without Our earlier composed assent); and (c) We completely coordinate with You in association therewith.
10.1 You are constrained or disallowed, directly or indirectly, by activity of law or something else, allocate all or any piece of this Agreement or Your rights under this Agreement or agent execution of Your obligations under this Agreement without Our prior assent, which assent won't be unreasonably withheld. We may, without Your assent, appoint Our agreement with You to any individual from Ace Chat 24/7 or regarding any merger or change of control of Ace Chat 24/7 or the sales of all or significantly the majority of Our assets provided that any such successor consents to satisfy its commitments in accordance with this Agreement. Subject to the previous limitations, this Agreement will be completely authoritative upon, inure to the advantage of and be enforceable by the Parties and their individual successors and allocates.
10.2 This Agreement, together with any Order Form(s) and Supplemental Term(s) establish the complete agreement, and override all earlier understandings among You and Ace Chat 24/7 concerning the topic in this regard. This Agreement will apply in lieu of the terms or conditions in any purchase request or other request documentation You or any Entity which You represent to gives (every single such term or conditions being invalid and void), and, aside from as explicitly expressed thus, there are no other agreements/understandings, representations, guarantees, or responsibilities which might be depended upon by either Party concerning the topic in this regard. Despite the prior, extra terms may apply to specific highlights, usefulness, or services as detailed in a Supplement hereto or that We offer as a major aspect of or unmistakable from the Services (the "Extra Terms"). In those occasions, We will advise You of such Additional Terms preceding the actuation of these highlights, usefulness, or administrations and the enactment of these highlights, usefulness, or administrations in Your Account will be viewed as acknowledgment of the Additional Terms. All such Additional Terms will be viewed as fused into this Agreement when You or any Agent approved as an overseer in Your Account enact the element, usefulness, or administration. Where there is a contention between this Agreement and the Additional Terms, the Additional Terms will control.
10.3 We may modify this Agreement every once in a while, in which case the new Agreement will override earlier verions. We will advise You at least ten (10) days before the effectivel date of any such change and Your continued use with utilization of the Services following the effective date of any such modification might be depended upon by Ace Chat 24/7 as Your consent to any such alteration. Our inability to enforce at any time any provision of this Agreement does not establish a waiver of that provision or of some other provision of this Agreement.
In case any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and deciphered in order to best achieve the original provision to the fullest extent allowed by the law, and the rest of the provisions of this Agreement will stay as a result.