Terms

This BestChat Subscription Terms of Service ("Agreement") is entered into by and between the BestChat entity set forth below ("BestChat") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from BestChat pursuant to any BestChat ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES.

1. Definitions

"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
"Customer Properties" means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.
"Dashboard" means BestChat's user interface for accessing and administering the Services that Customer may access via the web or the BestChat Apps.
"Documentation" means the technical user documentation provided with the Services.
"BestChat App" means any mobile application or desktop client software included in the applicable Service that is made available by BestChat.
"BestChat Code" means certain JavaScript code, software development kits (SDKs) or other code provided by BestChat for deployment on Customer Properties.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
"Services" means BestChat's proprietary software-as-a-service solution(s), including the Dashboard, BestChat application programming interfaces (APIs), BestChat Code and BestChat Apps, as described in the applicable Order Form.
"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by BestChat that are integrated with Services as described in the Documentation.

2. BestChat Services

2.1. Services Overview.

BestChat's Services are a suite of messaging software-as-a-service solutions offered through a single platform. The services are designed to enable customer to manage communications with People through the entire lifecycle of their relationship with customer and to provide a dashboard for accessing and managing customer data regarding those people. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Services also include BestChat Code deployed on Customer Properties to enable live chat and messaging functionality.

2.2. Access to Services.

Customer may access and use the Services for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of People tracked). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on BestChat's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third-party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately delete such user ID and otherwise terminate such Permitted User's access to the Service. The right to use the Services includes the right to deploy BestChat Code on Customer Properties in order to enable messaging, chat and similar functionality and to collect Customer Data for use with the Services as further described below.

2.3. BestChat Apps.

BestChat provides BestChat Apps for use with the Services, subject to all of the terms and conditions of this Agreement, BestChat grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the BestChat Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.

2.4. Deployment of BestChat Code.

Subject to all of the terms and conditions of this Agreement, BestChat grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the BestChat Code in the form provided by BestChat on Customer Properties solely to support Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement. Customer must implement BestChat Code on the Customer Properties in order to enable features of the Services. Customer will implement all BestChat Code in strict accordance with the Documentation and other instructions provided by BestChat. Customer acknowledges that any changes made to the Customer Properties after initial implementation of BestChat Code may cause the Services to cease working or function improperly and that BestChat will have no responsibility for the impact of any such Customer changes.

2.5. Contractors and Affiliates.

Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.

2.6. General Restrictions.

Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to BestChat); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation (i) the "Powered by BestChat" designation that may appear as part of the deployment of the Services on Customer Properties and (ii) notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.

2.7. Trial Subscriptions.

If Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by BestChat (the "Trial Period"). Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. BestChat has the right to terminate a Trial Subscription at any time for any reason.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BESTCHAT WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

3. Customer Data

3.1. Rights in Customer Data.

As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to BestChat. Subject to the terms of this Agreement, Customer hereby grants to BestChat a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.

3.2. Storage of Customer Data.

BestChat does not provide an archiving service. BestChat agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term. BestChat expressly disclaims all other obligations with respect to storage.

3.3. Customer Obligations.

In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to BestChat that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting BestChat the rights in Section 3.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms.

4. Security

BestChat agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, BestChat will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond BestChat's control.

5. Ownership

5.1. BestChat.

This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that BestChat or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "BestChat"). Except as expressly set forth in this Agreement, no rights in any BestChat Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services, except for BestChat Code and the BestChat Apps in the format provided by BestChat.

6. Subscription Term, Fees & Payment

6.1. Subscription Term and Renewals.

Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve-month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.

6.2. Fees and Payment.

All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in Section 9 (Limited Warranty) and Section 14 (Indemnification), all fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, BestChat receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

6.3. Payment Via Credit Card.

If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:

6.4. Suspension of Service.

If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), BestChat reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. BestChat also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the AUP.

7. Term and Termination

7.1. Term.

This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

7.2. Termination for Cause.

Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

7.3. Effect of Termination.

Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related BestChat Technology) and delete (or, at BestChat's request, return) any and all copies of the Documentation, any BestChat passwords or access codes and any other BestChat Confidential Information in its possession. Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that BestChat may delete any such data as may have been stored by BestChat at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.