Effective Date: July 19, 2019
Please read these Terms of Service (the “Agreement”) carefully before using the http://www.chatgen.ai website and the Chatgen mobile application (together, or individually, the “Services”) operated by chatgen.ai, Inc. (“Chatgen”, “us”, “we”, or “our”). Your (“Customer,” “you”, or “your”) access to and use of the Services is conditioned upon your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users and others who wish to access or use the Services. By accessing or using the Services you agree to be bound by this Agreement. If you disagree with any part of this Agreement then you do not have permission to access the Services.
1. “Customer Content” means content, data, and information submitted to the Services by Customer or by a third party on behalf of or for the benefit of Customer, including Customer’s customers and prospective customers and visitors to Customer’s website(s).
2. “Documentation” means Chatgen’s then-current generally available documentation, specifications, user manuals, etc. for the Services, which can be located at www.chatgen.ai or such other URL as Chatgen may provide from time to time, as well as any documentation included in or attached to any Order Form or such other Services-related documents provided to Customer.
3. “Order Form” the document describing the Services and pricing purchased by Customer and which incorporates these Terms of Service.
4. “Platform” means Chatgen’s proprietary, enterprise-level messaging platform.
5. “Personal Data” means any information relating to an identified or identifiable individual.
6. “Sensitive Personal Information” means Personal Data subject to specialized security regimes.
7. “Services” means Chatgen’s products and/or services provided to Customer.
8. “Subscription Term” means the term for the Services set forth in the applicable Order
9. “User” means an individual employee, consultant, contractor, or agent of Customer who has been authorized by Customer to use the Platform on behalf of Customer and its Affiliates.
1.Access During the term of your Order Form, we will provide you with access to the Services.
2.Fees and Payment All payments you make to us for the Services are final and non-refundable except for the annual plan.
3.Subscription Fees and Payment You need to pay via a credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a PCI-compliant third party to process payments, and consent to the disclosure of your payment information to such third party.
4.Availability Chatgen will make commercially reasonable efforts to make the Platform available within the defined uptime percentage of at least 99.5% during the monthly billing period.
5.Warranties Chatgen represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.
1. Acceptable Use You agree to comply with our Acceptable Use Policy.
2.Prohibited and Unauthorized Use You agree that you will not, directly or indirectly, (1) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf; (2) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering; (3) use the Services to send SPAM or store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data; (4) store or transmit material or data on or through the Services in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party; (5) use the Services to store or transmit malicious or disruptive code; (6) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (7) attempt to gain unauthorized access to the Services or its related systems or networks; (8) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (9) copy the Services or any part, feature, function or user interface thereof; (10) frame or mirror any part of any Services, other than framing on your own internal intranets; (11) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (l12 modify, translate, or create derivative works based on the Services or any underlying software; (13) decompile, disassemble, decipher or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is expressly prohibited by applicable statutory law) or (14) breach Chatgen’s Acceptable Use Policy. Chatgen may suspend any User’s access to any or all Subscription Services without notice in the event of a violation of this Section.
3.No Sensitive Information YOU AGREE NOT TO USE THE PLATFORM OR ANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. CHATGEN WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM YOUR USE OF THE PLATFORM OR ANY SERVICES TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
4. Subscription Term and Termination
1. Term and Renewal At the expiration of the initial period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
2. Termination If either party materially breaches any of its duties or obligations under these Terms of Service or an Order Form, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate these Terms of Service or the applicable Order Form, as applicable.
3. Effect of Termination or Expiration All provisions of these Terms of Service, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
1. Customer Content Our Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Customer Content”). You are responsible for the Customer Content that you post on or through the Services, including its legality, reliability, and appropriateness. By posting Customer Content on or through the Services, you represent and warrant that: (a) the Customer Content you post on or through the Services is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms of Service, and (b) the posting of your Customer Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or otherwise in violation of this section. We take no responsibility and assume no liability for Customer Content you or any third-party posts on or through the Services.
2. Chatgen Proprietary Rights You acknowledge that we retain all right, title and interest in the Services, the Platform, our name, logo or other marks (the “Chatgen Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Chatgen Marks. In addition, information provided by Chatgen as part of provision of the Services is the property of Chatgen or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
3. Customer Proprietary Rights You own and retain all the rights to your Customer Content and you are responsible for protecting those rights. These Terms of Service do not grant us any ownership rights to Customer Content. You grant permission to us to use the Customer Content as necessary to provide the Services and as permitted by these Terms of Service. If you are using our Services on behalf of another party, then you represent and warrant that you have the sufficient and necessary rights and permissions to do so. Chatgen may collect and use data regarding the use and performance of the Services in aggregated form, without use of any personal data, to analyze and improve the Services and optimize company operations.
4. Indemnification Chatgen will indemnify, defend, and hold you harmless against any claim made or brought by a third party, and any resulting damages or costs (including reasonable attorneys’ fees) awarded by a court or included as part of afinal settlement (“Claim”), against you alleging that your use of the Services in accordance with these Terms of Service or any Order Form infringes or misappropriates such third party’s intellectual property rights. The foregoing obligations do not apply with respect to any Claim based on or arising from (a) unauthorized or illegal use of the Services, (b) your breach of these Terms of Service, (c) your use of the Services combined with products, services, processes, content or materials not supplied by Chatgen, or (d) the unauthorized use of the Services by a third party using your user information. You will indemnify, defend and hold us harmless, at your expense, against any Claim brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party based upon or arising out of Customer Content or any of the foregoing clauses (a) – (d). The indemnified party will promptly: notify the indemnifying party in writing of any such Claim; give the indemnifying party sole control of the defense or settlement of such a Claim; and provide the indemnifying party with any and all information and assistance reasonably requested by it in connection with the defense or settlement of the Claim. The indemnifying party shall not accept any settlement that (i) requires the indemnified party to make an admission of fault or wrongdoing; or (ii) imposes liability not covered by these indemnification provisions without the indemnified party’s consent.
5. Confidentiality Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as Confidential Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. (“Confidential Information”). Your Confidential Information includes, but is not limited to, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Chatgen’s Confidential Information includes, but is not limited to, information Chatgen provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Chatgen. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement. The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry-standard and commercially reasonable measures typically used in similar commercial sectors. The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independently of the receipt of the Disclosing Party’s Confidential Information. The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.
6. Publicity You grant us the right to add your name and company logo to our customer list and website.
7. Disclaimers EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”. FURTHER, EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. CHATGEN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
8. Limitation of Liability EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO CHATGEN IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. CHATGEN IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
1. Force Majeure Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
2. Relationship of the Parties The parties understand and agree that no joint venture, partnership, employment or agency relationship exists between us.
3. Compliance with Laws We will comply with all applicable laws in our provision of the Services and in our processing of Customer Content. You will comply with all applicable laws in your use of the Services, including the collection and compilation of any Personal Data collected or submitted to the Services.
4. No Waiver No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
5. Severability If any part of these Terms of Service or of an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect.
6. Notices Notice to Chatgen will be sent to the contact address (Selekt A308, Eastern Business District, LBS Road, Bhandup (West) - 400 078) set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Chatgen subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.
7. Entire Agreement These Terms of Service constitutes the entire agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.
8. Assignment Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms of Service, upon providing written notice to the other party, but without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.
9. No Third-Party Beneficiaries No person or entity not a party to the Agreement will be a third-party beneficiary.
10. Authority Each party represents and warrants that (a) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into these Terms of Service and to perform its obligations hereunder; (b) these Terms of Service are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Terms of Service do not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
11. Precedence In the event of a conflict of terms between these Terms of Service and any Order Form, the Order Form will control.
13. Changes We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms of Service. If you do not agree to the new Terms of Service, you are no longer authorized to use the Services.
Effective Date: July 19, 2019
This Acceptable Use Policy (this “Policy”) describes prohibited uses of the products and/or services offered by Chatgen.ai, Inc. (the “Services”) and the website located at www.chatgen.ai (the “Chatgen Site”). The examples described in this Policy are not exhaustive. We may modify this Policy at any time by posting a revised version on the Chatgen Site. By using the Services or accessing the Chatgen Site, you agree to the latest version of this Policy. If you violate the Policy or authorize or help others to do so, we may suspend or terminate your use of the Services.
You may not use, or encourage, promote, facilitate or instruct others to use, the Services or Chatgen Site for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include, but are not limited to:
Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, or ponzi and pyramid schemes.
Content that infringes or misappropriate the intellectual property or proprietary rights of others.
Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that is pornographic in nature or discriminatory against any race, religion, or creed.
Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
You may not violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include, but are not limited to:
Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
Monitoring of data or traffic on a System without permission.
Developing any applications that interact with the Services or other users’ content or information without our written consent.
You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include, but are not limited to:
Soliciting login credentials from another user or using or attempting to use another user’s account, username, or password without their permission. Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
Interfering with the proper functioning of the Services, including any deliberate attempt to overload a network or System.
Using manual or electronic means to avoid any use limitations placed on a System, such as access, message, seat, API, bot, or contact restrictions.
You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.
We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services or Chatgen Site. We may:
We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
If you become aware of any violation of this Policy, please contact us immediately and provide us with assistance, as requested, to stop or remedy the violation.
Legal Resources At ChatGen
Effective Date: July 19, 2019
Information Collection and Use; Personal Information
We may ask you to provide us, or third parties may provide us, with certain Personal Information that can be used to contact or identify you. Personal Information may include, but is not limited to, your name, postal address, email address, and employer. We collect Personal Information for the purpose of providing the Services, identifying and communicating with you about the Services, responding to your requests/inquiries, servicing your purchase orders, improving our Services, and communicating with you about our Services, discounts, and promotions.
How Long We Keep Your Personal Information
How long we keep information we collect about you depends on the type of information, as described in further detail below. After such time, we will either delete or anonymize your information or, if this is not possible (for example, because the information has been stored in backup archives), then we will securely store your information and isolate it from any further use until deletion is possible.
We retain your account information for as long as your account is active and a reasonable period thereafter in case you decide to re-activate the Services. We also retain your information as necessary to comply with our legal obligations, to resolve disputes, to enforce our agreements, and to continue to develop and improve our Services. Where we retain information for Service improvement and development, it will be anonymized and used to uncover collective insights about the use of our Services, not to specifically analyze personal characteristics about you.
If the Services are made available to you through an organization (e.g., your employer), we retain your information as long as required by your employer under our agreement with your employer as required by the administrator of your account. If your account is deactivated, your information and conversations you may have had and actions you may have taken on the Services will remain in order to allow your team members to make full use of the Services.
If you have elected to receive marketing emails from us, we retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in our Services. Every marketing email we send will provide you with the option to opt out of receiving future emails.
Accessing and Correcting Your Personal Information
Information Collected Directly from You
We collect information about you when you provide it to us and automatically when you use the Services.
We collect information that your browser sends whenever you visit our website or use our Services (“Log Data”). This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Services that you visit, the time and date of your visit, the time spent on those pages and other statistics. In addition, we use third party services such as Google Analytics that collect, monitor and analyze this type of information in order to increase our Services’ functionality. These third-party service providers have their own privacy policies addressing how they use such information. When you access the Services by or through a mobile device, we collect certain information automatically, including the type of mobile device you use, your mobile device’s unique device ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, and your general location information as described further below.
We use and store information about your general location. We use this information to provide features of our Services and to improve and customize our Services.
Information collected from other sources
We will enrich your Personal Information with additional Personal Information received from publicly accessible sources. We may also receive your information from the services you integrate with ChatGen, from other users of ChatGen, or from our partners.
Other use of the Services
Other users of our Services may provide information about you when they use the Services. For example, we receive your email address from other Service users when they provide it in order to invite you to the Services.
We work with partners who may market, sell, or support our Services. These partners may provide us your Personal Information so that we can contact you. We also may receive your Personal Information from advertising, market research, or data enrichment partners with whom we engage to identify prospective customers.
Service Providers who may Receive Your Personal Information
We may use your Personal Information to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt-out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send, or by emailing firstname.lastname@example.org
Security of Personal Information
The security of your Personal Information is important to us, and we strive to implement and maintain reasonable, commercially acceptable security procedures and practices appropriate to the nature of the information we store, in order to protect it from unauthorized access, destruction, use, modification, or disclosure. However, please be aware that no method of transmission over the internet, or method of electronic storage is 100% secure and we are unable to guarantee the absolute security of the Personal Information we have collected from you.
International Transfer of Personal Information
Your Personal Information may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those in your jurisdiction. If you are located outside India and choose to provide Personal Information to us, please note that we transfer Personal Information to India and process it there pursuant to our Privacy Shield Certification.
Links to Other Sites
Only persons who are age 18 or older have permission to access our Services. Our Services are not intended to be used by anyone under the age of 13 (“Children”). We do not knowingly collect personally identifiable information from children under 13. If you are a parent or guardian and you learn that your Children have provided us with Personal Information, please contact us. If we become aware that we have collected Personal Information from a child under age 13 without verification of parental consent, we take steps to remove that information from our servers.
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