Terms of Service

Please read these terms of service carefully as they form a contract between You and the SaaS Provider (Chat Aid LLC hereinafter referred as Chat Aid, 'we' 'us') and govern use of and access to the Chat Aid product ("Service") and Website by You, Your Affiliates, Users and End-Users. In the event of a conflict between these terms of service and our Privacy Policy, these terms of service shall prevail. By accessing or using the service(s) or websites, or authorizing or permitting any User or End-User to access or use the Service(s) or Websites, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an "Entity"), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms, "You", "Your" or related capitalized terms used herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not access or use the Service or Websites.

1. ACCEPTANCE

1. The following Terms and Conditions, including any other terms and policies referred to in these Terms and Conditions, form the agreement between Chat Aid LLC (referred to as "Chat Aid", "we" or "us") and the user (referred to as "customer" or "you"), who are collectively referred to as the Parties or each a Party, to this "agreement".
2. We own, or hold the relevant rights to the Software and will license the use of the Software as a service to the customer.
3. This agreement sets out the terms upon which Chat Aid has agreed to grant a license to the customer to use the SaaS Services. This agreement is binding on any use of the Services and applies to the customer from the time that We provide the customer with an access and use of the Services from Effective Date.
4. By accessing and/or using the Services you:
   1. Warrant to us that you have reviewed this agreement, including our Privacy Policy (available on the Site), with your parent or legal guardian (if you are under 18 years of age), and you understand it well;
   2. Warrant to us that you have all the legal capacity to enter into this legally binding agreement with Us or (if you are under 18 years of age) you have obtained your parent's or legal guardian's permission to access and use the Site and they have agreed to the Terms and Conditions provided hereunder, on your behalf; and
   3. Agree to use the Services in accordance with the terms as set out under this agreement.
5. You are required to have attained 18 years of age to create a customer account with us. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a Minor) to create a customer account and/or use the Site, you agree to:
   1. Provide all the required supervision over the Minor's use of the Site and their account;
   2. Assume all risks associated with, and liabilities resulting from, the Minor's use of the Site and their customer account;
   3. Ensure user discretion that the content on the Site is suitable for the Minor;
   4. Ensure all information submitted to us by the Minor is accurate; and
   5. provide on behalf of the Minor, all the consents, representations and warranties contained in these Terms and Conditions.
6. By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this agreement on behalf of any entity for whom you use the Services.
7. If you are a Chat Aid user located in Europe or the United States, accompanying terms GDPR and CCPA sets forth other terms of our agreement that apply solely to the extent any Information you have provided to Chat Aid.

2. DEFINITIONS

1. "Agreement" - Means the agreement between Chat Aid and the customer for providing Software as a service to the customer, incorporating these terms and conditions (including the Schedules and Addendums) and the Statement of Services, and any amendments to the agreement from time to time.
2. "Applicable Data Protection Law" - Where you are established in the European Economic Area, means (i) prior to 25th May 2018, the Directive 95/46/EC on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data and (ii) after 25th May, 2018, the EU Regulation 2016/679 (General Data Protection Regulation) and any applicable national laws made under it; and where you are established in any other territory, means data protection laws that are applicable in that territory. And where you are established in California, United States and are covered under CCPA. CCPA is the California Consumer Privacy Act California Consumer Privacy Act of 2018, Cal. Civ. Code § [1798.100 - 1798.199.100]) as amended, including by the California Privacy Rights Act of 2020 and its implementing regulations.
3. "Authorized User" means the user(s) permitted to use the SaaS Services and the content, including Data, generated by or the output of, the SaaS Services as a part of the customer's services to its customers.
4. "Charges" means the fees payable by the customer to Chat Aid for access to and use of the Services, as specified in the applicable Order Form or pricing plan.
5. "Customer" means the meaning accorded to it under Clause 1 of Acceptance.
6. "Confidential Information" includes information or documentation, in any form, which:
   1. Is disclosed to the recipient in connection with this agreement (whether before or after the Effective Date);
   2. Is prepared or produced under or in connection with this agreement (whether before or after the Effective Date); or
   3. Relates to:
      1. The business, assets or affairs of Chat Aid or any of its affiliates;
      2. The subject matter of, the terms of and/or any transactions contemplated under this agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as "confidential", and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.
   4. Notwithstanding anything contained under this agreement, Confidential Information shall not include any information which
      1. was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
      2. Is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records prior to the time of disclosure;
      3. Is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality;
      4. Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or
      5. Is required by law or under the directions of any court/ authority to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
7. "Data" means all of the information, documents and other data provided by the customer or their personnel to Chat Aid, any content uploaded by the customer or personnel to Chat Aid's System, or otherwise accessed by Chat Aid in providing the Services.
8. "Effective Date" means the date that the agreement comes into force as specified in the beginning of the agreement;
9. "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights.

3. GRANT OF LICENSE

Subject to the terms of this agreement and payment of applicable Subscription Charges, Chat Aid hereby grants the customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term. This license is conditional on the customer's continued compliance with all the terms of this agreement.

4. ACCEPTABLE USE

The customer agrees to use the Services only for lawful purposes and in accordance with this agreement. The customer shall not use the Services:

1. In any way that violates any applicable federal, state, local or international law or regulation.
2. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way.
3. To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam".
4. To impersonate or attempt to impersonate Chat Aid, a Chat Aid employee, another user or any other person or entity.
5. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by Chat Aid, may harm Chat Aid or users of the Services or expose them to liability.

5. USER ACCOUNTS

When creating an account with Chat Aid, the customer must provide accurate, complete, and current information. The customer is responsible for safeguarding the password that is used to access the Services and for any activities or actions under the customer's account. Chat Aid will not be liable for any loss or damage arising from the customer's failure to comply with these requirements.

6. PAYMENTS AND SUBSCRIPTION

1. All our Service Plans are based on a time, limited usage, or subscription model. You may choose to have a designated payment type including credit card, debit card, and net banking to subscribe to any of our Service plans. All plans renew automatically at the frequency period specified unless canceled. You are always subscribed to a certain plan through a certain payment gateway as indicated to you in the platform.
2. If a credit card is your payment method, You agree to always maintain a valid credit card with sufficient funds on file. If the payment fails, Chat Aid reserves its right to immediately suspend or terminate the Service.
3. You may modify or cancel your service plan at any time. For this you need to contact us by writing to billing@chataid.com.
4. We reserve the right to refuse or reinstate service to any customer at our full discretion.
5. The Agreement shall continue until terminated in accordance with the terms of this agreement.

7. CUSTOMER SUPPORT

Chat Aid shall provide support to the customer for the Services based on the service plan that the customer has availed. The available support options shall be described on the Chat Aid website or in a service level agreement as the case may be.

8. INTELLECTUAL PROPERTY RIGHTS

1. All ownership rights, title, and Intellectual Property Rights in and to the Services shall remain with Chat Aid and/or its licensors.
2. Chat Aid does not acquire any rights, title or interest in or to the Data or any other content uploaded by the customer to the Service.
3. Chat Aid may use the customer's feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials.

9. CONFIDENTIALITY

The customer acknowledges that the Services and all related information are proprietary to Chat Aid and contains valuable trade secrets. The customer agrees to maintain the confidentiality of this information and not disclose it to any third party without Chat Aid's prior written consent. Chat Aid will protect customer data with at least the same degree of care as Chat Aid uses for its own similar information, but in no event less than a reasonable degree of care.

10. DATA PRIVACY

Chat Aid's collection and use of personal information is governed by our Privacy Policy, which is incorporated into this agreement by reference. The customer acknowledges and agrees that they have read and understand our Privacy Policy.

11. LIMITATION OF LIABILITY

1. In no event shall Chat Aid be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage.
2. Chat Aid's total liability arising out of or related to this agreement will not exceed the amount paid by the customer for the Services in the preceding twelve (12) months.

12. WARRANTY DISCLAIMER

The Services are provided "as is" and "as available" without warranty of any kind. Chat Aid disclaims all warranties, express, implied, or statutory, including without limitation any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

13. INDEMNIFICATION

The customer agrees to defend, indemnify and hold harmless Chat Aid and its licensors, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to the customer's violation of this agreement or use of the Services.

14. MODIFICATIONS

Chat Aid reserves the right to modify, suspend, or discontinue the Services (or any part or content thereof) at any time with or without notice. Chat Aid shall not be liable to the customer or any third party should it exercise such rights.

15. TERMINATION

1. This agreement may be terminated:
   1. By the customer at any time, by writing to Chat Aid at support@chataid.com.
   2. By Chat Aid immediately upon sending notice to the customer in the event of a breach of this agreement.
   3. By either Party upon thirty (30) days' prior written notice to the other Party.
2. Upon termination of this agreement:
   1. All licenses granted to the customer under this agreement shall immediately terminate.
   2. The customer shall cease all use of the Services.
   3. The customer shall pay to Chat Aid any amounts owed under this agreement.
3. The customer's Data shall be retained for a period of 12 months from the date of termination, after which it shall be deleted by Chat Aid.
4. Provisions of this agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
5. Chat Aid may terminate this agreement, if the customer is found to be in violation of the terms and the violation is not cured within 15 days after notice of the violation.
6. If the customer has availed any of the service plans as provided by Chat Aid, then the customer's account may be suspended or terminated in the following manner:
   1. In addition to suspension for late payment or non-payment of subscription charges, Chat Aid may suspend the customer's access to and use of the customer's account or the Services under this agreement, if the customer is found to be in violation of the terms.
   2. Chat Aid shall notify the customer of the activities that violate the terms of this agreement, provided that the customer may be given a 'cure period' of 15 days, at the sole discretion of Chat Aid, to rectify the activities that violate these terms.
   3. If the customer fails to rectify such activities or that Chat Aid believes that the breach committed on the part of the customer cannot be rectified, then the customer's account shall stand terminated. Any associated data shall be retained for a period of 12 months from the date of termination of the customer's account, beyond which it shall be deleted during the normal course of operation.
7. Upon the termination of customer's account/ services under this agreement; in accordance with the afore-mentioned clauses, the customer shall be required to immediately pay any subscription charges/ amounts that may be due to Chat Aid under this agreement, unless waived by Chat Aid in writing.
8. In case the account of the customer or services to the customer are terminated as a result of a material breach of the terms of this agreement on the part of Chat Aid, then the customer may be eligible to receive prorated refund of the subscription charges, as the case may be; provided that the customer is required to provide Chat Aid with a notice of not less than 30 days, affording it the opportunity to rectify any such breach committed by Chat Aid.
9. This clause shall survive post the termination or expiry of this agreement.

16. NOTICES

All the notices or other communications referenced under the Terms and Conditions of this agreement shall be made in writing and sent to Chat Aid's address available at 8 The Green STE B Dover, DE, 19901 or through electronic mail at support@chataid.com, whatsoever the case may be. All notices shall be deemed given to the other party if delivered receipt confirmed using one of the following methods, whichever is available or most commercially viable with the sender: electronic mail, registered or certified first class mail, postage prepaid; recognized courier delivery.

17. COMMUNICATIONS FROM Chat Aid

Apart from the communications specified under this agreement, Chat Aid may contact the customer directly via e-mail to notify if:

1. The customer is acting in violation of these Terms and Conditions (update of T&C).
2. A specific activity or purpose is prohibited with respect to the Service(s) provided under this agreement, so that the customer may immediately cease the use of the Services for such prohibited activity or purpose.

18. FORCE MAJEURE

Neither Party to this agreement shall be responsible for any delay in the performance of any terms and conditions hereunder to the extent that such delay is caused by war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action, Acts of God (Force Majeure) including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, web space or website (including failures of internet or any public telecommunications network, hacker attacks, virus or other malicious software attacks, power failure) and, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control.

If at any time during the term of this agreement the performance in whole or in part by any one of the Parties, of any obligation under this agreement is prevented or delayed by reasons mentioned above the other Party shall not be entitled to terminate this agreement neither shall any Party have any claim for damages against the other in respect of such non-performance or delay in performance, provided notice of the happening of any such event/s is given by the affected Party to the other within thirty (30) days from the date of occurrence thereof.

19. ENTIRE AGREEMENT

This agreement including all annexures, attachments, addendums and schedules to this agreement constitute the entire agreement pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the Parties.

20. ASSIGNMENT

The customer may not assign any right and obligations under these Terms and Conditions or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of the Service provider. Any purported assignment of these Terms and Conditions, or any license or rights in violation of this Section will be deemed void. The Service provider may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.

Any services provided to the customer under this agreement, through Chat Aid's affiliates/ vendors/ representatives/ contractors shall not constitute assignment for the purposes of this clause.

21. SEVERANCE

If any provision in these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by Applicable Law, and the remaining provisions of these Terms and Conditions shall remain in effect.

22. WAIVERS

No waiver by either Party of any of their terms hereof or of any breach thereof shall constitute or be deemed to be a waiver of any such terms or of any breach in any other case whether prior or subsequent thereto.

23. REVISIONS

Chat Aid may amend these Terms and Conditions from time to time, in which case the new Terms and Conditions will supersede prior versions. The customer is required to check these Terms and Conditions from time to time to take notice of any changes made hereunder, as the same shall be binding upon the customer. Chat Aid will notify the customer not less than seven (7) days prior to the effective date of any amendments to these Terms and Conditions and the customer's continued use of the Service(s) following the effective date of any such amendment may be relied upon by Chat Aid as customer's acceptance of any such amendment. Chat Aid's failure to enforce at any time any provision of these Terms and Conditions, does not constitute a waiver of that provision or of any other provision of the Terms and Conditions.

24. RELATIONSHIP OF PARTIES

1. This agreement is not intended to create a partnership, joint venture or agency relationship between the Parties.
2. Nothing in this agreement gives a Party authority to bind any other Party in any way.

25. SUBCONTRACTING

1. The customer understands and agrees that Chat Aid may engage subcontractors to perform the Services on its behalf.
   1. Chat Aid will have the right to use third parties, including, but not limited to, employees of Chat Aid's affiliates/ representatives/ vendors/ agents/ contractors in performance of its obligations and services hereunder and; for purposes of these Terms and Conditions, all references to Chat Aid or its employees will be deemed to include such affiliates/ representatives/ vendors/ agents/ contractors.

26. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION:

1. This agreement shall be construed according to the laws of the State of Delaware, and any dispute or claim arising under this agreement shall be subject to the exclusive jurisdiction of the Federal and State Courts of the State of Delaware.
2. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be first settled by arbitration in accordance with the Rules for Arbitration to the jurisdiction of the State of Delaware. Any decision in arbitration shall be final and binding upon the parties. Notwithstanding the above, Chat Aid may sue in any court for infringement of its proprietary or intellectual property rights.