This Agreement contains a binding arbitration clause. Please read the agreement carefully before accepting its TERMS AND CONDITIONS.
1.1 Grant of LicenseBotsify.com. ("Botsify") grants to you a limited, non-exclusive, non-transferrable and revocable license to BOTSIFY online voice and natural language processing services as well as any documentation, files, or website information accompanying the services (“Services”) solely to the extent necessary for you to create a natural language interface that operates solely in connection with your devices (“Devices”) and/or software services/applications (“Applications”) Any violation of the terms of this Agreement shall automatically revoke the license granted herein. 1.2 Limited License ServiceServices include basic services (“Basic Services”) provided free of charge and enhanced services (“Enhanced Services”), which, if available, must be purchased. The licenses granted herein are contingent upon Botsify’s receipt of the applicable license fees and taxes due for the Enhanced Services. Fees paid for Enhanced Services shall allow you to use Enhanced Services for the duration of the subscription service, as applicable, as selected by you during your registration of the Enhanced Services (“Subscription Period”). The fees owned for the use of the Enhanced Services are set forth on BOTSIFY’s website and are subject to change upon 30 days’ advance written notice. License fees may vary depending on the usage of the Services. These fees are owed regardless of whether the Services is actually used. No refunds will be given for any unused Services or any early termination of the Subscription Period. 1.3 Trial, Evaluation, and Beta ServicesIf this Agreement pertains to a trial, beta, or evaluation license then the licenses granted under this Agreement will terminate upon the expiration or cancellation of the trial or evaluation period. You agree to use the Services and any services only for the duration of the trial or evaluation period and only for evaluation or testing purposes. All such licenses are limited to one per customer per promotion or beta test. 1.4 Restrictions The licenses granted herein are only valid if:
1.5 RegistrationThe Services require registration or activation to be used properly. You agree to provide accurate and complete information on all registration forms. Failure to complete the registration or activation may limit your ability to use the Services or may disable the Services from functioning. When registering or activating Services, you may be required to select a username and password. Maintaining the confidentiality of this password and username is your responsibility, and Botsify is not responsible for any loss or damage arising from unauthorized access to your account or your failure to comply with this section. You are fully responsible for any activities that occur under your username even if unauthorized. You must notify Botsify immediately of any unauthorized use of your account. 1.6 Minimum Registration AgeBy registering for BOTSIFY account, you agree that you are older than 13 years of age.
2.8 Service Uptime Botsify doesn't guarantee 100% uptime of the service, our uptime is usually 95%. For dedicated uptime upto 99% please contact firstname.lastname@example.org for the quotation.
3.1 No Ownership Rights The Services are being licensed, not sold. This Agreement does not grant any ownership rights to you and gives you only a limited license to use the Services during the term of the Agreement. The Services and all related intellectual property rights, whether under copyright, trade secret, patent, or trademark laws, are owned by Botsify and/or its licensors. Botsify may pursue all legal remedies for use of the Services in violation of this Agreement. No license is granted herein to resell, create derivative works, reverse engineer, repackage, or modify the Services. Use of the Services within your commercial enterprise for internal purposes is expressly allowed. 3.2 Copyright The Services contains material that is protected by United States and foreign intellectual property laws, including copyright, trade secret, and patent law. All rights not granted to you herein are expressly reserved by Botsify. You may not remove any copyright or other proprietary notice of Botsify from any copy of the Services. 3.3 Modification Botsify may modify or discontinue any of its Services or the related Services without notice. Botsify will provide notice of material changes to the Services or changes to this Agreement by posting such changes at BOTSIFY web-site which shall be your sole notice of such changes. You agree and acknowledge that you will periodically check the website to inform yourself of any such changes. 3.4 Submissions In connection with the operation of the Services, Botsify receives, utilizes, and analyzes communications sent to Botsify and any of your stored records (“Submissions”). You retain ownership of your Submissions. However, notwithstanding anything to the contrary, you hereby grant Botsify a license to:
4.1 Fees. The fees for using the Enhanced Services are set forth on the BOTSIFY website which may be modified by Botsify; provided that such modified fees shall not be applicable to you unless Botsify provides you with 30 days’ prior written notice. You agree to pay all fees fully and promptly. 4.2 Method of Payment. Basic Services are free. License fees for the Enhanced Services must be paid in advance. The credit card information provided to Botsify or a third party payment processor to pay for the Enhanced Services shall be automatically charged for the Enhanced Services upon renewal. In the event that Botsify or a third party payment processor is unable to bill the credit card on file or you request that Botsify not bill the credit card, you shall be solely responsible for any renewal payment required. In the event that payment is not made, the Enhanced Services and services may become unavailable to you and Botsify may terminate this Agreement without notice to you. 4.3 Rejected Charges. If any charges are rejected by your credit card issuer then Botsify may deactivate your account until payment is successfully received. Botsify may deactivate any account that has a disputed charge until Botsify, in its sole discretion, determines the dispute resolved. 4.4 Billing Issues. You must provide Botsify notice of any billing problems or disputes within sixty (60) days after they first appear on the statement you receive from your bank, credit card company, or other billing company. Failure to notify Botsify of the problem within the sixty (60) day period will result in your acceptance of the charges and you waive the right to dispute such problems or discrepancies. Failure to use your account will not be deemed a basis for refusing to pay any charges. Botsify does not provide any refunds for any Services except manifest failure of the Services to operate as intended due to Botsify’s negligence or willful misconduct.
5.1 Lawful Use The Services is solely for lawful purposes and use. You are responsible for ensuring that all use of the Services is in accordance with this Agreement. You are solely responsible for ensuring that your use of the Services complies with all applicable laws, statutes, ordinances, regulations, rules and other government authority. The Services is provided subject to this standard commercial agreement and qualifies as commercial computer Services within the meaning of the applicable government acquisition laws. Services shall not be used to display, support, develop, supply or market the physical effects of violence (including, without limitation, blood, gore and organs) on humans or human-like characters, explicit sexual content, sex crimes, disparagement of ethnic or religious groups, racial epithets, profane language or hate speech. 5.2 Compliance You agree
5.3 Export You represent and warranty that you are not located in and will not modify, export or re-export, either directly or indirectly, the Services to any country or entity under United States restrictions or to any country or entity subject to applicable trade sanctions. The United States restricted country and persons list is subject to change without notice from Botsify, and you must comply with the list as it exists in fact. Botsify SHALL NOT BE LIABLE FOR YOUR VIOLATION OF ANY SUCH EXPORT OR IMPORT LAWS, WHETHER UNDER UNITED STATES LAW OR FOREIGN LAW.
6.1 Technical Support Except as otherwise provided herein, Botsify is under no obligation to provide technical or customer support for the Services. You are solely responsible for properly installing and using the Services. You are responsible for the procurement of any hardware or services required to use the Services, including any computers, servers, or Internet access. 6.2 Use of Internet. The Services are provided over the Internet. As such, the Services are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of your Internet connection services, all of which are beyond the control of Botsify. Botsify does not warrant that the services will be uninterrupted or that you will be able to access or use the Services at the location and times of your choosing. 6.3 Risk. THE SERVICES IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. ANY USE OF THE S ERVICES IS AT YOUR OWN RISK. THE SOFWARE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. Botsify DOES NOT WARRANT THE PERFORMANCE OF THE SERVICES, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL OPERATE IN ACCORDANCE WITH ANY ACCOMPANYING DOCUMENTATION. Botsify IS NOT LIABLE FOR ANY DELETED, INACCESSIBLE, OR DISCLOSED DATA. 6.4 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Botsify DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, IN EQUITY OR AT LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Botsify DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR NEEDS. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES. 6.5 Limitation. Some jurisdictions do not allow or limit the exclusion of warranties. In such jurisdiction, these provisions shall apply to you to the maximum extent allowed by law.
7.1 Special Cases. Nothing here in shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents, or in respect of fraud or of any statements made fraudulently by either party. Nothing herein shall exclude or limit the liability of either party for damages arising out of the former party’s gross negligence or willful misconduct. Botsify agrees to indemnify you against any liability resulting from the infringement of third-party intellectual property rights by the software or other content provided by Botsify as part of the Services. 7.2 Responsibility.SUBJECT TO 7.1, YOU ARE ULTIMATELY RESPONSIBLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU AS A RESULT OF USING OR INSTALLING THE SERVICES. Botsify WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF Botsify HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE DAMAGE WAS FORESEEABLE. 7.3 Limitation on Liability. EXCEPT AS STATED IN SECTION 7.1, Botsify AND ITS AFFILIATES, OFFICERS, LICENSORS, AND/OR CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, Botsify’S LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE. 7.4 Data Transfer ALL MATERIAL AND/OR DATA DOWNLOADED OR OBTAINED THROUGH THE SERVICES OR RELATED SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR THE USE OR YOUR POSSESSION OF SUCH DATA OR MATERIAL Botsify DOES NOT ACTIVELY MONITOR ANY INFORMATION OR MATERIAL TRANSFERRED THROUGH ITS SERVICES AND CANNOT WARRANT THE CONTENT OF SUCH MATERIAL OR DATA. 7.5 Limitations on Remedy Except for actions and claims related to a party’s indemnification obligations, all actions or claims relating to this Agreement must be brought within one (1) year from the date when the cause of action occurred.
8.1 Term This Agreement is effective until terminated by you or by Botsify. Any Additional Services is licensed only for the Subscription Period selected during the registration or upgrade, which is generally a one-year term. The Subscription Period may be renewed by paying an additional license fee as set forth on the BOTSIFY website. This renewal fee may be charged automatically to the credit card used to initially pay for the Services. 8.2 Termination by You. Services may be terminated by notifying Botsify of your intent to terminate this Agreement. Notification of termination must be sent by email to email@example.com. Your termination will be effective upon Botsify’s receipt and processing of the email. Processing may take up to 24 hours. 8.3 Termination by Botsify. Botsify may terminate this Agreement at any time and for any reason. Botsify may monitor its systems for excessive consumption of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption. If Botsify deems your use to be excessive, Botsify may terminate your account or adjust the price of the Services. 8.4 Events Upon Termination. Upon termination, you must immediately cease using the Services. Upon termination, Botsify may disable further use of the Services or related Services without further notice and may delete, remove, and erase any account information and any data stored by Botsify. Such deletions are in Botsify’s sole discretion and may occur without notice to you. No refunds shall be given for any reason except in the event that Botsify terminates without cause or you terminate due to a material breach by Botsify.
9.1 Attribution You agree to display any attribution(s) required by Botsify.com. as described in any documentation for the Services. Without limiting the foregoing, users of the Basic Services must display "Powered by BOTSIFY" and a link to BOTSIFY on any Device or Application connected to the Services. Botsify grants to you a limited, freely revocable, nontransferable, nonsublicenseable, nonexclusive license during the term of your subscription to display BOTSIFY Marks solely for the purpose of promoting or advertising that your use the Services. You must only use the BOTSIFY Marks in accordance with these Terms. You understand and agree that Botsify has the sole discretion to determine whether your attribution(s) and use of BOTSIFY Marks is in accordance with the above requirements and any applicable guidelines. 9.2 Promotional and Marketing Use In the course of promoting, marketing, or demonstrating the Services you are using, Botsify may produce and distribute incidental depictions, including screenshots, video, or other content from your Application or Device, and may use your company or product name and logos. You hereby grant Botsify all necessary rights for these purposes, provided that Botsify will promptly remove the foregoing content from all marketing materials upon your request.
You agree to release, indemnify, defend and hold harmless Botsify and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) your misuse of the Services, (b) your breach of this Agreement, or (c) your infringement upon any intellectual property or other proprietary right of any person or entity, resulting from your use of the Services and not from the Services themselves. Botsify may, at its own expense, assume the defense and control of any matter otherwise subject to indemnification by you. Doing so shall not excuse your indemnity obligations in this Agreement. The terms of this paragraph will survive any termination or cancellation of the Agreement.
This Agreement shall be construed, interpreted and governed by the laws of the State of California without regard to conflicts of law provisions thereof. You agree that the exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Santa Clara County, State of California, USA.
If a provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement will not be affected, impaired or invalidated. If the absence of the provision adversely affects the substantive rights of a party, the parties agree to replace the provision with a new provision that closely approximates the economic and proprietary results intended by the parties.
Any delays in or failure by either party in the performance of any obligation under this Agreement shall be excused to the extent that such failure or delay is caused by occurrences beyond the party's reasonable control, including acts of God, storms, hurricane, earthquakes, riots, war (whether declared or not), sabotage, interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, and any other cause that cannot reasonably be foreseen or controlled by such party. A party will not be liable as result of failures or errors related to the use or operation of the Internet.
No waiver, delay or discharge by a party will be valid unless in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither the failure of either party to exercise any right of termination nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.
Botsify may amend this Agreement and the Services and related services offered under the Agreement in its sole discretion by posting such changes at BOTSIFY web-site, including license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services. Botsify may impose additional reasonable restraints on the use of the Services at any time. Any amendment made to this Agreement shall be posted on the BOTSIFY website and is effective immediately after posting the Agreement. The website posting shall be your sole notice of any such changes. You agree to check the BOTSIFY website periodically to obtain notice of any changes. Continued use of the Services after a change constitutes your acceptance of the change. Section headings are for convenience only and are not part of the Agreement itself. Notwithstanding anything to the contrary contained in this paragraph, no change to this Agreement shall materially increase your fees or legal protections under the Agreement unless you are given at least 30 days’ advance written notice of such change.
You may not assign or transfer, or purport to assign or transfer, any of your rights, duties, or obligations under the Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise. Botsify may assign or transfer this Agreement in its sole discretion.
All questions, notices, demands, or requests to Botsify with respect to this Agreement shall be made in writing to: Botsify.com., 443 Waverley Street, Palo Alto, CA 94301. All notices to you shall be made by posting the notice on the BOTSIFY website.
This Agreement shall be applicable for as long as you use the Services. All provisions regarding confidentiality, proprietary rights, limitation of liability, indemnity, and non-disclosure shall survive this Agreement.
To the extent permitted by law, before you may begin arbitration with respect to a dispute involving any aspect of this Agreement, you shall notify Botsify, and any other party to the dispute for the purpose of seeking dispute resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following: 21.1 Any unresolved dispute arising under the terms of this Agreement shall be decided by arbitration conducted through the services of the American Arbitration Association (hereinafter referred to as the “AAA”). 21.2 Notice of demand for an arbitration hearing shall be in writing and properly served upon the parties to this Agreement. Arbitration hearings shall be held in the state of California at a location mutually agreeable to the parties. 21.3 There shall be one Arbitrator to hear the matter. The parties shall initially agree to a panel of three possible Arbitrators to hear the matter and each party shall have the opportunity to name one Arbitrator to be dropped from the panel until one remains. The party giving notice of the Arbitration demand shall be first to indicate its selection. 21.4 All costs of the Arbitration and the AAA shall be borne equally by both parties to this agreement, regardless of the final decision. The defaulting party as determined by the Arbitrator, shall pay all other costs and expenses, including reasonable attorney’s fees, incurred by the party in enforcing its rights under this Agreement. 21.5 You affirm that you are older than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this agreement, and to abide by and comply with this agreement.
By registering on Botsify with your company email address and activate it upon registration, we expect you are using Botsify for company purpose and we can use company name (Extracted from Email Address) as our clients; provided that Botsify will promptly remove your company name from all marketing materials upon your request.
BY USING, APPLYING FOR, OR ACCEPTING THE SERVICES YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH IT. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO THIS AGREEMENT.
Botsify loads website widget as an iframe on your website so the amount of traffic on your website effects on our server performance. We therefore have a fair usage policy of 25 concurrent connections from your website. Means that at any particular point in time only 25 concurrent users can access your chatbot on your website. If you need more concurrent users accessing the chatbot, you can contact firstname.lastname@example.org with your requirements.