This ChatShipper Terms of Service (the “Agreement”) is an agreement between the person visiting, browsing, accessing, downloading, installing or otherwise using (the term “use” will refer to any of the foregoing and the term “using” will have a corresponding meaning) the ChatShipper Solution (such person, the “Customer”) and ChatShipper GmbH. (“ChatShipper”, ChatShipper and Customer, the “Parties” and each, a “Party”), and is entered into the earlier of: (A) the date Customer first uses any part of the ChatShipper Solution; and (B) the date Customer agrees to be bound by this Agreement (the “Effective Date”).
BY USING ANY ELEMENT OF THE CHATSHIPPER SOLUTION (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15(j). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE CHATSHIPPER SOLUTION, INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO CHATSHIPPER THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE CHATSHIPPER SOLUTION ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO CHATSHIPPER THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
- “Chat Participant” means the person that the Customer or a User transmits messages to, receives messages from, or otherwise communicates with through the ChatShipper Platform.
- “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.
- “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, Slack, Zendesk, and other software listed at: ChatShipper.com/integrations.
- “Modifications” means modifications, 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.
- “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 facilitates the communication between the Customer and its customers through a variety of third party messaging channels, as more particularly described on the ChatShipper Website.
- “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 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 Website” means any websites used by ChatShipper to provide the ChatShipper Services, including the website located at www.ChatShipper.com.
- “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, Shopify, WhatsApp, and other platforms listed at: ChatShipper.com/integrations.
- Limitation, Suspension, or Termination of Access; ChatShipper Platform Upgrades and Scheduled Downtime. ChatShipper may, at its discretion and without notice: (i) suspend, terminate, or limit Customer’s access to or use of the ChatShipper Platform or any component thereof; or (ii) Modify the ChatShipper Platform. ChatShipper will use commercially reasonable efforts to provide reasonable advance notice of such suspension, termination, or limitation.
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 Software Development Kits; EULA for Customer Software; Requirements for Customer Software
- License Grant to Software Development Kit. 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.
- End-User License Agreement for Customer Applications. Customer may permit Chat Participants to use Customer Applications to communicate with Customer through the ChatShipper Platform. Customer will enter into an end-user license agreement (“EULA”) with such Chat Participants as a condition of such Chat Participant’s use of any Customer Applications. Customer will ensure that the EULA contain terms that are no less protective of ChatShipper and the ChatShipper Platform.
Reservation of Rights
ChatShipper expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the ChatShipper Solution (or any part thereof) and any other materials or content provided by ChatShipper under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the “ChatShipper Property”), in each case, subject to the license rights expressly granted under Section 4(a). 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.
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.
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 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.
- Use Restrictions. 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, or ask ChatShipper to obtain from third parties or perform any of the above with respect to, any Customer Data:
- that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or 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;
- that is false, intentionally misleading, or impersonates any other person;
- 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;
- that is harmful to minors in any way or targeted at persons under the age of 13;
- 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
- that encourages any conduct that may violate, any applicable laws or would give rise tocivil or criminal liability;
- 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;
- use the ChatShipper Platform to send, upload, collect, transmit, store, use, disclose or process, or ask ChatShipper to obtain from third parties or perform any of the above with respect to, any Customer Data:
Email and Web Support
Customer will generally have access to ChatShipper’s technical support from 10:00am to 5:00pm CEST on weekdays (other than holidays observed by ChatShipper) through email at firstname.lastname@example.org, or through the website.
Fees and Payment
- Fees. Customer will pay to ChatShipper the applicable fees described on the ChatShipper Website (the “Fees”) during the Term in accordance with the payment terms set out herein.
- Invoicing. From time-to- time, ChatShipper will prepare and send to the Customer, at the then-current contact information on file with ChatShipper, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay (or, if Customer is paying through a credit card, Customer authorizes ChatShipper to charge to Customer’s credit card) all invoiced amounts within 30 calendar days of the invoice date. For greater certainty, if Customer has subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described on the ChatShipper Website, and ChatShipper will invoice or charge Customer on a recurring basis.
- Disputed Invoices or Charges. If Customer believes ChatShipper has charged or invoiced Customer incorrectly, Customer must contact ChatShipper no later than 30 days after having been charged by ChatShipper or receiving such invoice in which the error or problem appeared in order to receive an adjustment or credit. In the event of a dispute, Customer will pay any disputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
- Late Payment. Customer may not withhold or “setoff” any amounts due under this Agreement. ChatShipper reserves the right to suspend Customer’s access to the Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less) per month or fraction thereof, plus all expenses of collection, until fully paid.
- Certain Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, VAT, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, and Customer will pay, indemnify and hold harmless ChatShipper from same, other than taxes based on the net income or profits of ChatShipper.
- Definitions. For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing the terms and conditions of this Agreement and all ChatShipper Property (including any part thereof), whether marked as “confidential” or not, will be ChatShipper’s Confidential Information will not be Customer’s Confidential Information.
- Confidentiality Covenant. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 11 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.
- Exceptions to Confidentiality. Notwithstanding Section 11(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to ChatShipper’s business; or (iii) in the case of ChatShipper, to potential assignees, acquirers or successors of ChatShipper if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of ChatShipper.
Warranty; Disclaimer; Indemnity
- Customer Warranty. Customer represents and warrants to, and covenants with, ChatShipper that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable ChatShipper to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to ChatShipper and to or from all applicable third parties (including any Third Party Service Provider).
- GENERAL DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE CHATSHIPPER SOLUTION (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY CHATSHIPPER TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”.
- TO THE EXTENT PERMITTED BY APPLICABLE LAW, CHATSHIPPER HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CHATSHIPPER DOES NOT WARRANT THAT THE CHATSHIPPER SOLUTION (OR ANY PART THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CHATSHIPPER EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE CHATSHIPPER SOLUTION (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
- 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.
- Indemnity. 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 behaviour 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 defense 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 Liabilities
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
- AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CHATSHIPPER IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR 1.000CHF, WHICHEVER IS THE LESSER. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL CHATSHIPPER’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
- TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL CHATSHIPPER BE LIABLE TO CUSTOMER OR ANY USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Term and Termination
- Term. This Agreement will commence on the Effective Date and continue to be in effect until terminated in accordance with its terms (the “Term”).
- Termination For Convenience. Either party may terminate this Agreement at any time by providing advance written notice of not less than 30 days to the other Party.
- Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within seven days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion, in each case unless the material breach is not capable of being cured.
- Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 5 (Reservation of Rights), Section 6 (ChatShipper’s Right to Use Customer Data), Section 11 (Confidential Information), Section 12 (Warranty; Disclaimer; Indemnity), Section 13 (Limitation of Liabilities), Section 14(d) (Survival), and Section 15 (General Provisions).
- Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or two days after being sent by first class mail postage prepaid to the official contact designated by the Parties and immediately after being received by the other Party’s server. Notices must be in writing and sent: (i) if to ChatShipper, to the address set out in the introductory paragraph of this Agreement; and (ii) if to Customer, to the current postal or email address that ChatShipper has on file with respect to Customer. ChatShipper may change its contact information by posting the new contact information on the ChatShipper Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with ChatShipper through the ChatShipper Platform current at all times during the Term.
- Assignment. 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. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Canton of Basel and the federal laws of Switserland applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Basel, Basel Canton, Switserland and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
- Construction. Except as otherwise provided in this Agreement, the Parties rights and remedies under this Agreement are cumulative. The term “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of ChatShipper in this Agreement means the right of ChatShipper to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
- Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond ChatShipper’s 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 provider failures or delays, or the unavailability or Modification by third parties of third party websites.
- Severable. 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.
- Waiver. 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.
- Independent Contractors. Customer’s relationship to ChatShipper is that of an independent contractor, and 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.
- Entire Agreement. 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.
- Amendments. Subject to the following sentence, 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. NOTWITHSTANDING THE PRECEDING SENTENCE, CHATSHIPPER MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER 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 THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER). IF CUSTOMER HAS PREPAID ANY FEES TO CHATSHIPPER AND PROVIDES NOTICE TO CHATSHIPPER WITHIN 30 DAYS OF THE EFFECTIVE DATE OF AN AMENDMENT THAT CUSTOMER WISHES TO EXERCISE ITS TERMINATION FOR CONVENIENCE RIGHT PURSUANT TO SECTION 14(b) OF 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.
- English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.