ChatShipper Terms of Service
- Grant of Rights
- Financial Arrangements
- Intellectual Property Rights
- Customer User Account; Use Restrictions
- Chatshipper’s Right to Use Customer Data
- Term and Termination
- Disclaimer of Warranties
- Limitation of Liability
- Data Protection
- General Provisions
By registering to use the ChatShipper Solution via the website you agree to be bound by the Agreement. If you represent an entity, you guarantee that you are legally authorized to represent the entity and enter into this Agreement on that entities’ behalf. The Agreement is between you as a ChatShipper customer, or if you represent an entity, such entity (either, “Customer”) and ChatShipper BV. with its principal office: Lytse Sudein 19, 8624 TS Uitwellingerga, The Netherlands (also “ChatShipper” or “we”), (together “Parties”, and each separately a “Party”).
ChatShipper reserves the right at any time to refuse a registration in its sole discretion and to update and change the Agreement in accordance with section 12 of this Agreement, by posting updates and changes here.
“Agreement” is defined in the heading.
“Chat Participant” means the person that the Customer transmits messages to, receives messages from, or otherwise communicates with through the Chatshipper Platform.
“ChatShipper API” means the application programming interface, sample source code, tools, instructions, documentation, and other materials made available by Chatshipper to Customer to assist Customer in developing its internal business software that interoperates with the Chatshipper Platform.
“ChatShipper” ChatShipper BV. with its principal office: Lytse Sudein 19, 8624 TS Uitwellingerga, The Netherlands.
“ChatShipper Data Processing Agreement” can be found here.
“ChatShipper Platform” means the software, hardware, and systems used by ChatShipper to host and make the Services available for Customer’s use, including the Website.
“ChatShipper SDKs” means the software development kits made available by ChatShipper for the development of Customer Applications for each of iOS, Android, or the web, that interoperate with the ChatShipper Platform, and “ChatShipper SDK” means any one of the foregoing software development kits.
“ChatShipper Solution” means: (i) the ChatShipper Platform; (ii) the ChatShipper API; and (ii) the ChatShipper SDKs.
“ChatShipper Solutions Partner” an Authorized ChatShipper partner providing Services to ¨Customers¨
“ChatShipper Website” means any websites used by ChatShipper to provide the ChatShipper Services, including the website located at www.chatshipper.com.
“Customer” is defined in the second paragraph of the header of these Terms of Service.
“Customer Application” means the software application or web site developed by Customer using the ChatShipper SDK.
“Customer Data” means any data, information, content, records, and files that Customer (or any of its Users or Chat Participants) loads, receives through, transmits to or enters into the ChatShipper Platform or otherwise provides to ChatShipper, and any data, information, content, records and files that the ChatShipper Platform obtains from Customer’s servers or systems or from third parties on Customer’s behalf, including any and all intellectual property rights in any of the foregoing.
“De-Identified Data” means all Customer Data that is not Personal Information.
“Effective Date” is the date on which Customer registers to use the ChatShipper Solution via the website .
“Integrated Third Party Business Applications” means third party business software used by Customer to interoperate with the ChatShipper Platform, which software may include Customer Relationship Management software such as Salesforce.com, Oracle, Zendesk, and other software listed on the ChatShipper website
“Modifications” means improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, and results from processing (including analyses, reports, databases, datasets, recommendations, and visual representations) in any form or medium, and “Modify” has a corresponding meaning.
“Multi Platform Messaging Services”: end-user services which are offered by the Customer and which may (by way of example) include outsourcing support, cloud services, lead generation, messaging implementation, messaging consultancy, chat customisation, bot development, delivery of messaging agents, conversational design, API integrations, business intelligence, conversational marketing.
“Non-Integrated Business Applications” means any business software applications used by Customer to interoperate with the ChatShipper Platform through the ChatShipper API, but which software, for greater certainty, excludes Integrated Third Party Business Applications.
“Personal Information” means information about an identifiable individual.
“Services” means the services provided by ChatShipper to Customer that facilitate the communication between the Customer and its Customers through a variety of third party messaging channels, as more particularly described on the ChatShipper Website.
“Third Party Messaging Platforms” means any third party platform used by Customer to transmit and receive messages with Chat Participants, which platforms may include Facebook, Google, Telegram, WhatsApp, and other platforms listed at: Sub-processors
“Term” is the Initial Term an Renewal Term together as defined in section 7.1.
“User” is defined in section 5.1.
Grant of Rights
License to ChatShipper API. Subject to Customer’s compliance with the terms and conditions of this Agreement, ChatShipper grants to Customer a non-exclusive, non-transferrable, revocable right and license during the Term to use the ChatShipper API solely for developing or enabling Non-Integrated Business Applications that will only be used by Customer to receive the Services to interface with the ChatShipper Platform in accordance with the terms of this Agreement and any other policies and guidelines published by ChatShipper from time to time.
License to ChatShipper SDK. Subject to Customer’s compliance with the terms and conditions of this Agreement, ChatShipper grants to Customer a non-exclusive, non-transferable, revocable right and license during the Term to download, install and use the ChatShipper SDK from the ChatShipper Website and other sites linked from the ChatShipper Website solely to: develop functionality within Customer Applications for facilitating communications between Customer and the Chat Participants through the ChatShipper Platform in accordance with the terms of this Agreement and any other policies or guidelines published by ChatShipper from time to time; and distribute and otherwise make available the ChatShipper SDKs in object code form as embedded within Customer Applications.
Payment of fees can be done either through a ChatShipper Solutions Partner with whom Customer has entered into an agreement for the provision of additional services and in relation to the ChatShipper Solution and invoicing of the ChatShipper Solution, or directly to ChatShipper. If Customer has not engaged a Solutions Partner, payment for the ChatShipper Solution must take place directly to ChatShipper as follows:
ChatShipper will send a monthly (specified) invoice to Customer based on actual use in the month prior to the invoice date. A current list of fees can be found on the website > pricing.
Customer will pay all outstanding fees via one of the provided payment methods.
If the payment term is exceeded, Customer will be in default without a prior notice of default or warning being required.
In the event that ChatShipper reasonably believes that Customer may not be able to fulfill its financial duties towards ChatShipper, ChatShipper may at any time demand sufficient security for the fulfillment of the payment obligation of Customer. If the required security is not provided, or is provided in an inadequate manner, ChatShipper has the right to terminate the Agreement in whole or in part without judicial intervention, without prejudice to ChatShipper's then due rights to payment of what is due upon termination of the Agreement.
Intellectual Property Rights
ChatShipper retains all ownership rights in ChatShipper trademarks. During the term of this Agreement, Customer may use the ChatShipper trademark as long as Customer follows the usage requirements provided by ChatShipper from time to time. Customer must only use the images of ChatShipper trademarks that ChatShipper makes available to Customer as part of this Agreement, without altering them in any way and only use ChatShipper trademarks in connection with this Agreement. If ChatShipper so requests, acting reasonably, Customer shall immediately discontinue use of the ChatShipper trademark.
ChatShipper expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in the ChatShipper Solution (or any part thereof) and any other materials or content provided by ChatShipper to Customer, including any and all modifications to any of the foregoing (hereinafter collectively the “ChatShipper Property”). All right, title and interest in the ChatShipper Property will remain with ChatShipper (or ChatShipper’s third party suppliers, as applicable). For greater certainty, the ChatShipper Property is licensed and not “sold” to Customer.
Customer User Account; Use Restrictions
Customer User Account. Upon Customer’s request, ChatShipper will issue one or more administrator accounts (the “Administrator Accounts”) to Customer that provides Customer with the capability to create user accounts (each, a “Customer User Account”) for use by individuals who are an employee or contractor of Customer and that Customer wishes to have access to and use of the ChatShipper Platform (each, a “User”). Customer will ensure that Users only use the ChatShipper Platform through their Customer User Account.
Customer will not share the Administrator Accounts with any other person and will not allow Users to share their Customer User Account with any other person. Customer will promptly notify ChatShipper of any actual or suspected unauthorized use of the ChatShipper Platform. ChatShipper reserves the right to suspend, deactivate, or replace any Customer User Account or Administrator Accounts if it determines that the Customer User Account or Administrator Account, as applicable, may have been used for an unauthorized purpose.
Customer acknowledges and agrees that it is responsible for the compliance by all Users and Chat Participants with this Agreement, any guidelines and policies published by ChatShipper from time to time, and the activities and communications of all Users and Chat Participants on the ChatShipper Platform. Without limiting the generality of any of the foregoing, Customer will not, and will not permit any other person (including any Users or Chat Participants) to use the ChatShipper Platform to send, upload, collect, transmit, store, use, disclose or process:
- Data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- Data that Customer or the applicable User or Chat Participant does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display;
- Data that is false, intentionally misleading, or impersonates any other person;
- Data that is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
- Data that is harmful to minors in any way or targeted at persons under the age of 13;
- Data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
- Data that encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
In addition to the foregoing Customer will not:
- disable, overly burden, impair, or otherwise interfere with servers or networks connected to the ChatShipper Platform (e.g., a denial of service attack);
- attempt to gain unauthorized access to the ChatShipper Platform;
- use any data mining, robots, or similar data gathering or extraction methods, or copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the ChatShipper Solution or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement;
- use the ChatShipper Solution for the purpose of building a similar or competitive product or service; or
- use the ChatShipper Solution other than as permitted by this Agreement.
ChatShipper Platform Upgrades and Scheduled Downtime. ChatShipper may, at its reasonable discretion modify or upgrade the ChatShipper Platform and plan downtime in relation thereto.
ChatShipper will use commercially reasonable efforts to provide reasonable advance notice of such downtime, suspension, termination, or limitation.
Chatshipper’s Right to Use Customer Data
Customer grants (and if applicable, will cause each User and Chat Participant to grant) to ChatShipper: (i) a non-exclusive, royalty-free, irrevocable, fully paid-up, and worldwide right and license during the Term to reproduce, perform, modify, develop, access, collect, store and use all Customer Data, including any data, information or other content forming part thereof, in connection with this Agreement; and (ii) a non-exclusive, royalty-free, irrevocable, fully paid-up, perpetual, sublicensable, transferrable and worldwide right and license to reproduce, perform, modify, develop, access, collect, store, use, sell, exploit, resell, distribute, provide, and transfer all De-Identified Data and any data, information or other content forming part thereof, for any purpose, including to improve the ChatShipper Solution.
Term and Termination
The Agreement shall be effective as of the date of registration ("Effective Date") is entered into for an initial term of 1 year (the “Initial Term”) and will thereafter automatically be renewed for 1-year periods (each a “Renewal Term”). Either Party may terminate the Agreement against the end of the Initial Term and thereafter against any Renewal Term by giving at least six (6) months written notice.
Notwithstanding the foregoing, ChatShipper shall be entitled to terminate the Agreement at any time, with immediate effect and without further formalities, notice or compensation in the event:
- Customer commits any material or persistent breach of any term of this Agreement and, in a case of a breach capable of being remedied, shall have failed to remedy such breach within 30 days after receipt of written notice requesting the remedy; any act or omission of Customer materially harms the reputation of ChatShipper or any of its group companies or any of its trademarks;
- Customer has been declared bankrupt, is being wound up, has ceased trading, has been wound up by court order or is in composition with suspension of business, or is in any comparable situation as a result of proceedings of this kind provided by the national laws or regulations.
Disclaimer of Warranties
The ChatShipper Solution is provided by ChatShipper on an “as is”, “as available” and “with all faults” basis and hereby ChatShipper and its directors, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied as to the ChatShipper solution.
The functions embodied on or in the ChatShipper Solution are not warranted to be uninterrupted or without error.
ChatShipper will not be liable for any damages of any kind arising from the use of the ChatShipper Solution and makes no representations or warranties of any kind concerning the work, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the absence of latent or other defects, accuracy, or the presence of absence of errors, whether or not discoverable.
Third party messaging platforms, integrated third party business applications, and non-integrated third party business applications disclaimer. Customer acknowledges that ChatShipper’s performance of its obligations under this agreement is dependent on: (i) Customer having taken all steps necessary to enable the available interoperability between the ChatShipper Platform and all applicable third party messaging platforms, Integrated Third Party Business Applications, and Non-Integrated Third Party Business Applications (through use of the ChatShipper API); and (ii) access to services, software or systems of third parties (including third party service providers of all applicable Third Party Messaging Platforms, Integrated Third Party Business Applications, and Non-Integrated Third Party Business Applications) and data stored or maintained thereon (collectively, the “Third Party Dependencies”). ChatShipper is not responsible for any Third Party Dependencies and will have no liability in respect of any interference with Customer’s use or any user’s use of or access to the ChatShipper Solution or security or privacy breaches arising from or attributable to any Third Party Dependencies, and Customer waives any and all claims against ChatShipper in connection therewith.
Customer will defend, indemnify and hold harmless ChatShipper, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Users) liability (including damages, recoveries, deficiencies, interest, penalties and reasonably legal fees), directly or indirectly arising from or in connection with, or relating to: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; (iii) use of the ChatShipper Solution (or any part thereof) by Customer, any User, or any Chat Participant in combination with any Customer Applications or any third party software, application or service; (iv) misrepresentation, criminal behavior or gross negligence on the part of Customer, any User, or any Chat Participant; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of Customer’s, any User’s, or any Chat Participant’s use of the ChatShipper Solution (or any part thereof) contrary to the terms of this Agreement. Customer will fully cooperate with ChatShipper in the defence of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of ChatShipper.
Limitation of Liability
The liability of ChatShipper in relation to this Agreement, without prejudice to what is otherwise stipulated in this Section 9, is limited to damage to property, damage due to death or physical injury or any other direct, demonstrable and actual damage suffered by Customer. ChatShipper B.V. is under no circumstance liable for business damage, including damage due to lost profit or savings, or indirect or consequential damage.
If and insofar as ChatShipper appears to be liable to Customer for any reason whatsoever, cumulative liability is limited to the amount (excluding VAT) of the fees actually paid to ChatShipper by Customer in the 12 months prior to the event giving rise to the liability or €1,000 if the latter amount is lower.
Subject to any liabilities arising under the ChatShipper Data Processing Agreement, ChatShipper is never liable for loss of or damage to files or data.
If ChatShipper is held liable by a third party customer of Customer in respect of any damage for which it is not liable under the Agreement with the Customer, or in relation to a non-compliance of Customer with the terms of this Agreement, Customer shall fully indemnify ChatShipper in this regard.
As a condition for compensation for any event giving rise to a liability of ChatShipper, Customer must report the damage to ChatShipper in writing as soon as possible, but at the latest within one (1) month after its occurrence.
The Parties acknowledge that the above provisions form an essential basis of the bargain and will survive termination of the and continue in full force and effect.
Customer guarantees that it will in the execution of this Agreement, comply with all applicable data protection laws (including The General Data Protection Regulation (GDPR) (EU) 2016 / 679) while processing personal data. Furthermore, parties shall only process personal data in compliance with the Data Processing Agreement (DPA) which is made available [insert URL]. The DPA is incorporated into these terms by reference, in the event of any discrepancy between this agreement and the DPA, the DPA shall prevail.
Customer will generally have access to ChatShipper’s technical support from 09:00 to 17:00 CEST on weekdays (other than holidays observed by ChatShipper) through email at firstname.lastname@example.org, or through the website.
In the event that Customer receives services through a ChatShipper Solutions Provider, the ChatShipper Solutions Provider will provide first line support. Second line support will be offered by ChatShipper.
ChatShipper may unilaterally amend this Agreement, in whole or in part (each, an “Amendment”), by:
(i) giving Customer reasonable prior notice of such Amendment; or
(ii) posting notice of such amendment on the website. Unless otherwise indicated by ChatShipper, any such Amendment will become effective as of the date communicated with the Amendment. If Customer does not agree to any such Amendment, Customer has the right to terminate the Agreement with 30-days notice, or, per the date that the Amendment becomes effective if that is sooner. If Customer has prepaid any fees to ChatShipper and wishes to exercise its termination for convenience right pursuant to this Agreement, then ChatShipper will refund customer an amount on a pro-rated basis calculated based on the effective date of termination until the end of the prepaid subscription period. Subject to the previous language in this section, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
This Agreement and all information, documents and communications which are exchanged between parties (including but not limited to any materials protected by Intellectual Property Rights, templates and training materials delivered by ChatShipper) and any other information which could reasonably be determined to be confidential information of one party, shall be treated as confidential by the receiving party. All confidential information shall be either returned or destroyed after termination of this Agreement.
The granted rights described in this Agreement shall be on a non-exclusive basis. Parties shall not be limited in cooperating with parties offering similar or the same services as other Parties.
Customer will not assign this Agreement to any third party without ChatShipper’s prior written consent. ChatShipper may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
Choice of Law and forum
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute arising out or in connection with this Agreement shall be submitted exclusively to the competent courts in Amsterdam, The Netherlands.
Neither Party will be liable for delays or the inability to perform its obligations pursuant to this Agreement caused by any event or circumstances beyond its reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving ChatShipper employees), Internet service or other third party provider failures or delays, or the unavailability or modification by third parties of third party websites.
Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Parties relationship is that of an independent contractors. Neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of ChatShipper.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.