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terms

Picture of WiseChats

WiseChats

Terms of Service

THESE TERMS OF SERVICE (the “Agreement”) GOVERN YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY WISECHATS (“WiseChats”). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:

 

  1. The Service
    1.1. Service Description
    WiseChats owns and provides a cloud-based artificial intelligence service offering chatbots for customer support, sales, and user engagement (the “Service”). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a “User Submission.” The Customer is solely responsible for all User Submissions contributed to the Service. Additional terms regarding User Submissions, including ownership, are detailed in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist the Customer in utilizing the Service (“WiseChats Content”). Customers will not receive or have access to the underlying code or software of the Service (collectively, the “Software”) nor will they receive a copy of the Software itself.

1.2. Customer’s Subscription
Subject to the terms of this Agreement, the Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through WiseChats’s website or service portal that reference this Agreement and describe the business terms related to the Customer’s subscription (“Order(s)”). All subscriptions are for the period described in the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for the Customer’s internal business purposes, not for the benefit of any third party (“Users”).

1.3. WiseChats’s Ownership
WiseChats owns the Service, Software, WiseChats Content, Documentation, and anything else provided by WiseChats to the Customer (collectively, the “WiseChats Materials”). WiseChats retains all rights, title, and interest (including all intellectual property rights) in and to the WiseChats Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by WiseChats.

1.4. Permissions
The Service includes customizable settings that allow Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is solely the Customer’s responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, WiseChats has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against WiseChats must be brought by the Customer, not the Affiliate. An “Affiliate” of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where “control” means the ownership of more than fifty percent (50%) of the voting shares or other equity interests.

  1. Restrictions
    2.1 Customer’s Responsibilities
    The Customer is responsible for all activities on its account and those of its Users, except where such activities result from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure that its Users are aware of and comply with the obligations and restrictions outlined in this Agreement and will be held accountable for any breaches by a User.

2.2 Use Restrictions
The Customer agrees not to, and will not permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except where permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of any laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products that compete with WiseChats; or (h) test the Service’s vulnerability without prior authorization. If the Customer’s use of the Service significantly harms WiseChats or the security or integrity of the Service, WiseChats reserves the right to suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.

2.3 API Access Restrictions
WiseChats may provide access to APIs as part of the Service. WiseChats reserves the right to establish and enforce usage limits on the APIs, and the Customer agrees to adhere to such limits. WiseChats may also suspend or terminate API access at any time.

  1. Third-Party Services
    The Service may interface with third-party products, services, or applications that are not owned or controlled by WiseChats (“Third-Party Services”). Customers may choose to utilize these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service require it, Customers will be responsible for providing their login information to WiseChats solely for the purpose of enabling WiseChats to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. WiseChats does not endorse any Third-Party Services.

Customers acknowledge that this Agreement does not govern the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. WiseChats expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the Customer’s own risk. WiseChats shall not be liable for any issues arising from the use or inability to use Third-Party Services.

 

  1. Financial Conditions

4.1 Pricing Structure
Clients are required to pay for their subscription and usage of the platform as described in their respective agreements (“Charges”). All Charges will be processed in the currency specified in the agreement, or if no currency is mentioned, in U.S. dollars. Once a payment is made, it is non-cancellable and, unless otherwise explicitly stated in this Agreement, non-refundable. WiseChats retains the right to adjust its pricing or introduce new fees at any time. Should the client disagree with any changes, they may opt out of renewing their subscription.

4.2 Payment Terms
WiseChats, either directly or through a designated payment processing service (“Payment Provider”), will charge clients using the provided credit card, ACH, or other authorized payment methods. WiseChats reserves the right to collect recurring payments from the registered payment method for any agreed-upon services. It is the client’s responsibility to ensure that their payment information is accurate and up-to-date. If incorrect information is provided, WiseChats may suspend access to the platform until the issue is resolved. Transactions handled by a third-party Payment Provider are subject to their terms and conditions, alongside those outlined in this Agreement. WiseChats assumes no responsibility for any errors caused by the Payment Provider but reserves the right to rectify billing issues even after payments have been processed. For subscriptions involving recurring payments, these will continue automatically unless the client cancels or updates their payment method.

4.3 Tax Liabilities
Charges listed do not include any taxes, duties, or governmental fees, such as VAT, sales, or other applicable taxes (“Tax Obligations”). Clients are responsible for covering any Tax Obligations related to their subscription. If WiseChats is required to collect taxes on behalf of the client’s jurisdiction, it will invoice the client accordingly unless a valid tax exemption certificate is presented beforehand. WiseChats is responsible solely for taxes related to its own business operations, such as income or employment taxes.

4.4 Non-Payment Consequences
If a client fails to make timely payments, WiseChats may suspend access to the platform until outstanding amounts are settled. WiseChats reserves the right to retry the registered payment method if an initial attempt fails. In case of any billing disputes, clients must raise the issue within 60 days from the date of the billing statement to request a review or refund. WiseChats will investigate the dispute and provide a formal decision. If the amount in question is determined to be owed, the client must settle the payment within 10 days of receiving the decision from WiseChats.

 

  1. Term and Termination

5.1 Subscription Duration and Renewals
The subscription for accessing WiseChats’ platform (“Service”) begins on the start date specified in the relevant order (“Subscription Start Date”) and continues for the length of the agreed subscription period (“Subscription Term”). Clients can opt out of renewing their subscription by notifying WiseChats via [email protected] (confirmation of cancellation will be sent in writing) or by adjusting their subscription settings within their account. This agreement becomes effective on the first day of the Subscription Term and remains in place for the entirety of the Subscription Term, including any renewals, as long as the client continues to use the Service. Should the client choose not to renew their paid subscription, the subscription will automatically shift to a basic, feature-limited version of the Service available to unpaid users (“Free Version”). In the event of termination, whether initiated by WiseChats or the client, access to the Free Version will also be revoked if the client deletes their workspace or if the Agreement is terminated.

5.2 Termination Rights
Either party can terminate this Agreement with written notice if the other party materially breaches its terms and fails to remedy the breach within thirty (30) days of receiving the notice. WiseChats also reserves the right to terminate a client’s access to the Free Version at any time with notice.

5.3 Consequences of Termination
If the Agreement is terminated due to an uncured breach by WiseChats, the client will be entitled to a refund for any unused, prepaid subscription fees for the remaining period of the subscription. However, if WiseChats terminates the Agreement due to an uncured breach by the client, the client will be responsible for paying any outstanding fees for the remainder of the subscription period. Termination does not absolve the client of any payment obligations for services rendered prior to the termination date. Upon termination, all access rights granted by WiseChats will immediately end, and the client will lose access to the Service. WiseChats will delete the client’s data, including files, passwords, and submissions, within thirty (30) days of termination or upon request, unless the client deletes their workspace earlier. For users of the Free Version, WiseChats may retain data to support ongoing use but reserves the right to delete all data after an account has been inactive for more than one (1) year.

5.4 Survival of Terms
The provisions outlined in the sections titled “WiseChats’ Ownership”, “Third-Party Services”, “Financial Conditions”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data”, and “General Terms” will remain in effect even after the termination or expiration of this Agreement.

 

  1. Warranties and Disclaimers

6.1 Customer Warranties
Clients represent and warrant that all User Submissions made by Users are in full compliance with all relevant laws, regulations, and standards.

6.2 Warranty Disclaimer
EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, THE SERVICES AND ALL ASSOCIATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WISECHATS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLIENTS ACKNOWLEDGE THAT WISECHATS DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY WHERE PROHIBITED BY LAW.

  1. Limitation of Liability
    NOTWITHSTANDING ANY CONTRARY PROVISION, WISECHATS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES ARISING FROM THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, INCLUDING LOST REVENUES, PROFITS, BUSINESS OPPORTUNITIES, GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE CLAIMED. FURTHERMORE, WISECHATS’ TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY EVEN IF WISECHATS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. Confidentiality

8.1 Definition
Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may provide business, technical, or financial information related to the Disclosing Party’s operations that, by its nature and the context of disclosure, is reasonably regarded as confidential (“Confidential Information”). For WiseChats, Confidential Information encompasses non-public details regarding the features, functionality, and performance of the Service. For Clients, Confidential Information includes User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information for both parties. However, Confidential Information does not include information that: (a) becomes publicly available without any breach of duty to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without breaching any duty; (c) is obtained from a third party without breaching any duty; or (d) was independently developed by the Receiving Party without utilizing the Disclosing Party’s Confidential Information.

8.2 Protection and Use of Confidential Information
The Receiving Party agrees to: (a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it employs for its own similar information, but no less than a reasonable standard of care; (b) limit access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who require this information for purposes related to this Agreement and who are bound by confidentiality obligations similar to those set forth in this Agreement; (c) refrain from disclosing any Confidential Information to third parties without the prior written consent of the Disclosing Party, except as explicitly permitted herein; and (d) use the Confidential Information solely to meet its obligations under this Agreement. This clause does not prevent either party from sharing the terms of this Agreement or the other party’s name with potential investors or purchasers under standard confidentiality terms.

8.3 Compelled Access or Disclosure
If compelled by law, the Receiving Party may access or disclose the Disclosing Party’s Confidential Information; however, it must notify the Disclosing Party in advance (where legally permissible) and provide reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.

8.4 Feedback
Clients may provide feedback regarding the Service (“Feedback”). WiseChats may choose to utilize this Feedback in its services. Clients grant WiseChats a royalty-free, global, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as WiseChats sees fit, without any obligation or restriction, except for the condition that the Client will not be identified as the source of the Feedback.

  1. Data

9.1 User Information
Clients and their Users are required to provide details such as names, email addresses, usernames, IP addresses, browser types, and operating systems (“User Information”) to access the Service. Clients authorize WiseChats and its subcontractors to store, process, and manage User Information as part of the Service utilization. Clients confirm that they possess the necessary rights to supply User Information to WiseChats for processing as outlined in this Agreement. Clients are responsible for the User Information they provide and for any unauthorized use of their credentials.

9.2 User Submissions
Clients grant WiseChats a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely for the purpose of providing the Service. Except for the rights granted herein, Clients retain all rights to their User Submissions, with no implied licenses granted under this Agreement.

9.3 Service Data
WiseChats collects data regarding the performance and operation of the Service (“Service Data”) during Clients’ use of the Service. As long as the Service Data is aggregated and anonymized, without revealing any personal information, WiseChats may utilize this data freely. WiseChats retains all rights to the Service Data, but will not disclose the identity of Clients or Users as the source of the data.

  1. General Terms

10.1 Publicity
With prior written consent from the Client, WiseChats may identify the Client and utilize and display the Client’s name, logo, trademarks, or service marks on the WiseChats website and in its marketing materials. This is intended to showcase WiseChats’ clientele and user base without compromising any confidential information or privacy rights of the Client.

10.2 Force Majeure
WiseChats shall not be liable for any failure or delay in fulfilling its obligations under this Agreement due to events beyond its reasonable control. Such events include, but are not limited to, failures of third-party hosting or utility providers, strikes (excluding those involving WiseChats’ employees), riots, fires, natural disasters, wars, terrorism, or government actions. These circumstances provide WiseChats with protection against unforeseen events that hinder its ability to meet service obligations.

10.3 Changes
WiseChats recognizes that its service is an evolving, subscription-based product. To enhance the customer experience, WiseChats reserves the right to make modifications to the Service. However, WiseChats commits to not materially reducing the core functionality provided to Clients. Additionally, WiseChats may unilaterally modify the terms of this Agreement, provided that Clients are notified at least thirty (30) days before such changes take effect, with changes prominently posted (e.g., on the WiseChats website terms page).

10.4 Relationship of the Parties
This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between WiseChats and the Client. Both parties operate as independent contractors, maintaining their respective operations and autonomy while collaborating under the terms outlined in this Agreement.

10.5 No Third-Party Beneficiaries
This Agreement is exclusively between WiseChats and the Client. It is not intended to benefit any third party, nor does any third party have the right to enforce any of its terms, either directly or indirectly. This clause clarifies the intended scope of the Agreement, limiting obligations and benefits to the parties involved.

10.6 Email Communications
Notices under this Agreement will be communicated via email, although WiseChats may opt to provide notices through the Service as well. Notices to WiseChats must be directed to a designated WiseChats email, while notices to Clients will be sent to the email addresses provided by them through the Service. Notices are considered delivered the next business day after being emailed or on the same day if provided through the Service.

10.7 Amendment and Waivers
No modifications to this Agreement will be effective unless made in writing and signed or acknowledged by authorized representatives of both parties. Neither party’s delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must also be in writing and signed by the party granting the waiver.

10.8 Severability
If any provision of this Agreement is deemed unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to render it lawful or enforceable, while the remaining provisions shall continue to be in full force and effect. This clause ensures that the Agreement remains operational even if certain parts are amended or removed.

10.9 Assignment
Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that WiseChats may assign its rights without consent in the event of mergers, acquisitions, corporate reorganizations, or the sale of substantially all of its assets. Any unauthorized assignment shall be considered void. This Agreement binds and benefits the parties, their successors, and permitted assigns.

10.10 Governing Law and Venue
This Agreement shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. Disputes arising from this Agreement shall be resolved in the state or federal courts located in New Castle County, Delaware, to which both parties consent to jurisdiction and venue. The parties waive any right to a jury trial for disputes arising under this Agreement. The prevailing party in any enforcement action shall be entitled to recover its reasonable costs and attorney fees.

10.11 Entire Agreement
This Agreement, including any referenced documents and Orders, represents the entire understanding between WiseChats and the Client, superseding all prior discussions, agreements, and understandings of any kind. This ensures clarity and completeness regarding the mutual expectations and obligations of the parties involved.











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