Terms of Service
Last Updated: August 2019
Last updated
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Last Updated: August 2019
Last updated
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Scadco, Inc, a Florida Corporation, doing business as WhatABot (“Scadco”,“WhatABot”,“we”, “us”, or “our”) provides a Software as a Service (SaaS) cloud-based platform that allows our customers to build, test and monitor bots that are able to transfer messages between their business systems and their customers on a variety of WhatABot-provided and third party messaging channels (the “Service”). A “Customer” is an entity with whom WhatABot has an agreement to provide the Service.
This WhatABot Terms of Service (the “Agreement”) is an agreement between the Customer and WhatABot, together the “Parties” and each, a “Party", and is entered the date the Customer signs up for a WhatABot account through the WhatABot website (the “Effective Date”).
If you register for a WhatABot account, you acknowledge your understanding of these terms and enter the Agreement on behalf of Customer.
BY USING ANY ELEMENT OF THE WHATABOT SERVICE (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 . IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE WHATABOT SERVICE, INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO WHATABOT THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE WHATABOT SERVICE ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO WHATABOT THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
“Portal User” as defined in section 7.
"Business” means either the Customer or Customer’s Client, as the case may be.
“Integrated Product” means any of the following: (i) Customer Application, (ii) Custom-Integrated Business Applications, and (iii) Pre-Integrated Third Party Business Applications.
“Chat Participant” means an individual who communicates with a Business (a “User”) or on behalf of a Business (an “Agent”) through the WhatABot Platform.
“Conversation” means an exchange of any number of sent or received WhatABot Messages between an individual Integrated Product and a Chat Participant in a specific period of time.
“Portal User Account” as defined in section 7.
“Customer Application” means any software application or web site developed by Customer using or integrating with the WhatABot platform under the license terms of this Agreement.
“Customer’s Client” means any clients of the Customer.
“Customer Data” means any data, information, content, records, and files that Customer loads, receives through, transmits to or enters into the WhatABot Platform, and any data, information, content, records and files that the WhatABot 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.
“Custom-Integrated Business Applications” means any business software applications used by Customer to interoperate with the WhatABot Platform.
“Messaging Channels” means either (i) web, iOS, Android or other messaging channel enabled by a WhatABot, (ii) SMS or email that is integrated with the WhatABot Solution, or (iii) a Third Party Messaging Platform that is integrated with the WhatABot Solution.
“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.
“Personal Data” means any information relating to an identified or identifiable natural person any information relating to an identified or identifiable natural person (“Data Subject”)
“Pre-Integrated Third Party Business Applications” means third party business software used by Customer to interoperate with the WhatABot Platform, where such software is already integrated with the WhatABot Platform and is made available to Customer on the WhatABot Website.
“Services” means the services provided by WhatABot to Customer that facilitates the communication between a Business and Chat Participants through a variety of Messaging Channels, as more particularly described on the WhatABot Website.
“WhatABot Message” means any communication sent or received between a Chat Participant and an Integrated Product using any component of the WhatABot Solution.
“WhatABot Platform” means the software, hardware, and systems used by WhatABot to host and make the Services available for Customer’s use, including the Website, and any Modifications thereto.
“WhatABot Property” is as defined in section 5.
“WhatABot Solution” means: (i) the WhatABot Platform; (ii) any Modifications to the preceding.
“WhatABot Website” means any websites used by WhatABot to provide the WhatABot Services, including the website located at .
“Third Party Messaging Platforms” means any third party platform that may be used by Chat Participants to transmit and receive messages with a Business, including but not limited to Facebook Messenger, WhatsApp, web chat and other platforms that WhatABot may support in the future such as WeChat, LINE, Telegram, Viber, etc.
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Provisioning of the WhatABot Platform. Subject to Customer’s compliance with the terms and conditions of this Agreement, WhatABot will make the WhatABot Platform available to Customer on the terms and conditions set out in this Agreement, provided that: (i) Customer has read and accepted and is in compliance with its obligations under the applicable terms of use related to all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications; and (ii) has taken all steps as necessary to enable interoperability between the WhatABot Platform and all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications, including acquiring the necessary approvals and API keys, whether directly or via Customer’s Clients, to access these messaging channels as a business.
During the Term, Customer hereby grants to WhatABot a worldwide, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use Customer’s trademarks and logos made available to WhatABot by Customer as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the WhatABot Solution, including listing the Customer and the Customer Application on the WhatABot Website; and only in accordance with Customer’s reasonable trademark usage guidelines, as updated by Customer from time to time. Customer may require WhatABot to cease using Customer’s trademarks and logos if, in the reasonable opinion of Customer, the continued display of Customer’s trademarks and logos would cause a materially adverse effect on Customer’s image and the goodwill associated therewith.
During the Term, WhatABot grants to Customer a limited, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use WhatABot’s trademarks and logos made available to Customer by WhatABot as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the WhatABot Solution, and only in accordance with WhatABot’s reasonable trademark usage guidelines, as updated by WhatABot from time to time. WhatABot may require Customer to cease using the WhatABot’s trademarks and logos if, in the reasonable opinion of WhatABot, the continued display of the WhatABot’s trademarks and logos would cause a materially adverse effect on WhatABot’s image and the goodwill associated therewith.
WhatABot expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the WhatABot Solution (or any part thereof) and any other materials or content provided by WhatABot 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 “WhatABot Property”). All right, title and interest in the WhatABot Property will remain with WhatABot (or WhatABot’s third party suppliers, as applicable). For greater certainty, the WhatABot Property is licensed and not “sold” to Customer.
Customer shall retain all right, title, and interest to any modifications, extensions, or derivative works of the WhatABot Platofrm that Customer develops or has developed on its behalf (such modifications, extensions or derivative works, the “Customer Derivative Works”). The foregoing does not prevent WhatABot from exploiting any WhatABot Property, including any independently developed future developments, modifications, adaptations, changes, derivative works or new works, even if the foregoing is similar or functionally identical to the Customer Derivative Works. Accordingly, Customer will not assert, whether directly or indirectly, any of its intellectual property rights in or to the Customer Derivative Works against WhatABot or any customers or clients of WhatABot.
Customer acknowledges and agrees that WhatABot may store, use, reproduce, Modify, and transfer to its subcontractors, Customer Data, including Personal Data, solely in connection with delivering the Services under this Agreement. Customer further acknowledges and agrees that WhatABot may store, use, reproduce, Modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. Customer agrees to cause any Portal User, Customer’s Client, and Chat Participant to agree to the same terms as this Section 5.
Customer understands that Personal Data, including of Portal Users, Customer’s Client and Chat Participants, will be treated in accordance with WhatABot’s privacy policy (the “Privacy Policy”). Furthermore, WhatABot agrees to observe the privacy and data protection requirements outlined in WhatABot’s Service Data Privacy Statement (the “Service Data Privacy Statement”) when processing data on behalf of Customer during provision of the Service.The Privacy Policy, including the Service Data Privacy Statement, is hereby incorporated by reference and forms part of this Agreement.
Portal User. Upon Customer’s request, WhatABot will issue one or more portal user accounts (the “Portal User Accounts”) to Customer that provides Customer with the capability to create user accounts for use by individuals who are an employee or contractor of Customer and that Customer wishes to have access to and use of the WhatABot Platform (each, a “Portal User ”). Customer will ensure that Portal Users only use the WhatABot Platform through their Account. WhatABot reserves the right to suspend, deactivate, or replace any Account if it determines that it, as applicable, may have been used for an unauthorized purpose.
Use Restrictions. Customer acknowledges and agrees that it is responsible for the activities and communications of all Users and Chat Participants on the WhatABot Platform, and the compliance by all Portal Users, Customer’s Clients and Chat Participants with this Agreement, and any guidelines and policies published by WhatABot from time to time. Without limiting the generality of any of the foregoing, Customer will not, and will not permit any other person to:
use the WhatABot Platform to send, upload, collect, transmit, store, use, disclose or process, or ask WhatABot 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 Portal User, Customer’s Client 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 18;
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 to civil or criminal liability;
disable, overly burden, impair, or otherwise interfere with servers or networks connected to the WhatABot Platform (e.g., a denial of service attack);
attempt to gain unauthorized access to the WhatABot Platform;
use any data mining, robots, or similar data gathering or extraction methods, or copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the WhatABot Solution or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement;
use the WhatABot Solution for the purpose of building a similar or competitive product or service; or
use the WhatABot Solution other than as permitted by this Agreement;
Fair Use Policy. The WhatABot Solution is intended to facilitate communications between Chat Participants and a Business in the context of marketing, selling and supporting the Business’ products and services.
Fees. Customer will pay to WhatABot the applicable fees described on the WhatABot Website (the “Fees”) during the Term in accordance with the payment terms set out herein.
Third Party Messaging Platform Fees. For greater clarity, WhatABot’s Fees do not include any charges that may be assessed by Third Party Messaging Platforms for access to or use of a channel. Such charges shall be the responsibility of Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through WhatABot, in which case WhatABot shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel. In the event a Third Party Messaging Platforms imposes special requirements on WhatABot beyond API integrations, including but not limited to hosting endpoints unique to that channel, then WhatABot shall have the right to charge Customer for this additional service and Customer shall have the right to accept such charges or decline them and not use the associated channel.
Payment Terms:.
All Fees shall be in U.S. Dollars;
WhatABot shall charge and invoice Customer the applicable Fees, in advance, by credit card, on the Effective Date and on every monthly anniversary thereafter;
Payment obligations here-under are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer.
Disputed Invoices or Charges. If Customer in good faith disputes any portion of a WhatABot invoice or charge, Customer may provide a dispute notice to WhatABot with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice. For greater certainty, Customer shall pay all undisputed amounts of that invoice.
Late Payment. Except for bona fide disputed amounts, any failure to make a payment of any Fees or taxes in strict conformity with the requirements of this section entitle WhatABot to suspend, in whole or in part, access to Services, until such payment is received. Additionally, WhatABot shall assess and Customer shall pay a charge, compounded monthly, of the lesser of (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed pursuant to section © above). Furthermore, upon any such failure all outstanding amounts shall become due and payable without further delay.
Certain Taxes. The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and Customer will pay, indemnify and hold harmless WhatABot from same, other than taxes based on the net income or profits of WhatABot.
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 WhatABot Property (including any part thereof), whether marked as “confidential” or not, will be WhatABot’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 (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. 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 WhatABot’s business; or (iii) in the case of WhatABot, to potential assignees, acquirers or successors of WhatABot 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 WhatABot.
GENERAL DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE WHATABOT SOLUTION (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY WHATABOT TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”. FURTHERMORE, ANY PARTS OF THE WHATABOT SOLUTION DELIVERED THROUGH THE EARLY ACCESS PROGRAM, OR UNDER A FREE LABS SUBSCRIPTION ARE EXCLUDED FROM ANY WARRANTIES PROVIDED WITHIN THIS AGREEMENT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATABOT 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. WHATABOT DOES NOT WARRANT THAT THE WHATABOT 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, WHATABOT EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE WhatABot SOLUTION (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
THIRD PARTY MESSAGING PLATFORMS, CUSTOMER APPLICATION, PRE-INTEGRATED THIRD PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS DISCLAIMER.CUSTOMER ACKNOWLEDGES THAT WHATABOT'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 WHATABOT PLATFORM AND ALL APPLICABLE THIRD PARTY MESSAGING PLATFORMS, CUSTOMER APPLICATION, PRE-INTEGRATED THIRD PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS; AND (II) ACCESS TO SERVICES, SOFTWARE OR SYSTEMS OF THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS OF ALL APPLICABLE THIRD PARTY MESSAGING PLATFORMS, PRE-INTEGRATED THIRD PARTY BUSINESS APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS) AND DATA STORED OR MAINTAINED THEREON (COLLECTIVELY, THE “EXTERNAL DEPENDENCIES”). WHATABOT IS NOT RESPONSIBLE FOR ANY EXTERNAL 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 WHATABOT SOLUTION OR SECURITY OR PRIVACY BREACHES ARISING FROM OR ATTRIBUTABLE TO ANY EXTERNAL DEPENDENCIES, AND CUSTOMER WAIVES ANY AND ALL CLAIMS AGAINST WHATABOT IN CONNECTION THEREWITH.
Indemnity. Customer will defend, indemnify and hold harmless WhatABot, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Administrative Users, Customer’s Client, and Chat Participants) liability (including damages, recoveries, deficiencies, interest, penalties and reasonable 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 WhatABot Solution (or any part thereof) by Customer, any Portal User, any Customer’s Client or any Chat Participant in combination with any Customer Applications or any third party software, application or service; (iv) misrepresentation, criminal behavior or gross negligence on the part of Customer, any Administrative User, any Customer’s Client, 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 Administrative User’s, any Customer’s Client or any Chat Participant’s use of the WhatABot Solution (or any part thereof) contrary to the terms of this Agreement. Customer will fully cooperate with WhatABot 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 WhatABot.
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: TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WHATABOT 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. This Agreement will commence on the Effective Date and continue to be in effect until your subscription has been terminated in accordance with the terms Customer agreed to on the WhatABot website at time of signup (the “Term”). 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 WhatABot Website.
Termination For Convenience. Either Party may elect to terminate this Agreement and your subscription to WhatABot services at anytime. Unless this Agreement and your subscription is so terminated, your subscription will renew for a Term equivalent in length to the then expiring Term.
Refunds and Termination Charges. You will not be entitled to any refunds or credit of any Fees, pro rata or otherwise, if you elect to terminate this Agreement prior to the end of your Term.
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 WhatABot, 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 WhatABot has on file with respect to Customer. WhatABot may change its contact information by posting the new contact information on the WhatABot Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with WhatABot through the WhatABot Platform current at all times during the Term.
Assignment. Customer will not assign this Agreement to any third party without WhatABot’s prior written consent, which consent will not be unreasonably withheld. WhatABot may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent in connection with any merger or change of control of WhatABot or the sale of all or substantially all of WhatABot’s assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. 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 State of Florida and the federal laws of the U.S. applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Fort Myers, Florida, USA and irrevocably at-torn 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 WhatABot in this Agreement means the right of WhatABot 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 WhatABot’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving WhatABot 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 WhatABot 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 WhatABot.
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. .
English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.
Customer will generally have access to WhatABot’s technical support from 8:00am to 5:00pm ET on weekdays (other than holidays observed by WhatABot) through email support, or through the Portal using the "Submit a Ticket" option, or via self-help at .
Customer Warranty. Customer represents and warrants to, and covenants with, WhatABot that (1) the Customer Data will only contain Personal Data in respect of which Customer has provided all notices and disclosures (including to each Data Subject), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable WhatABot to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Data, including by or to WhatABot and to or from all applicable third parties (including third party providers of any Third Party Messaging Platforms); and (2) by connecting the WhatsApp Business Solution via the WhatABot Platform, the Customer will be in compliance with the WhatsApp Business Solution Terms () at all times when accessing and using the WhatsApp Business Solution via the WhatABot Platform.