ProChatCommerce.com provides its services subject to the terms and conditions contained in these Terms of Service (the "Terms"). To become eligible to use ProChatCommerce.com services, you must review and accept the Terms by clicking the "I accept" check box when you create your account or other mechanisms provided.
Please review the Terms carefully. Once accepted, these Terms become a binding legal commitment ("Agreement"). If you have any questions, you can reach ProChatCommerce.com at [email protected]
These Terms apply to use of ProChatCommerce.com on www.ProChatCommerce.com
. Use and access to these sites, the telephone services provided, text message, and reporting software (the "Services") described below are subject to these Terms. 1. Privacy:
"Customer": The individual accepting the Terms or the entity such individual represents. If you are accepting these Terms for a company or agency, you hereby warrant that you (1) have the legal right and authority to enter into these Terms for the company as named in the Account, (2) acknowledge that you are accepting these Terms on behalf of a company or other entity (3) you are binding the company or other entity to the Terms and (4) if you becomes no longer affiliated with the company or entity in which you entered the agreement under, then the account and associated content and data is maintained as the property of the company or entity, and the authorized officers of that organization.
"Customer Data": Data and other information made available to ProChatCommerce.com through the use of ProChatCommerce.com services including your Facebook page content. 3. Electronic Communications:
When Customer visits or send e-mails to us, they are communicating with us electronically. When they create an account and enter their email address, they consent to receive communications from us electronically. We will communicate with Customer by e-mail or by posting notices on this site. Customer agrees that all agreements, notices, disclosures and other communications that we provide electronically satisfy any legal requirement that such communications be in writing. 4. Services:
ProChatCommerce.com services ("Services") consist of one or more of the following: a web-based interface, sending messages to Facebook Messenger bot subscribers, as well as software maintenance and upgrades and customer support.
Customer will be solely responsible for all use (whether or not authorized) of the ProChatCommerce.com Services under its account.
Customer will take all reasonable precautions to prevent unauthorized access to or use of the ProChatCommerce.com Services and notify ProChatCommerce.com promptly of any such unauthorized access or use.
Services described on the ProChatCommerce.com site may or may not be available in all countries or regions of the world and may be available under different trademarks in different countries. Customer agrees to use the ProChatCommerce.com Services in accordance with all applicable guidelines as well as all state and federal laws that the Services are subject to. 5. Restrictions:
Customer will not use the ProChatCommerce.com Services to access or allow access to Emergency Services. Customer will ensure that the ProChatCommerce.com Services provided hereunder are used in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement. Specifically and without limitation, Customer will ensure that ProChatCommerce.com is entitled to use the Customer Data as needed to provide the ProChatCommerce.com Services and will not use the ProChatCommerce.com Services in any manner that violates any data protection statute, regulation, order or similar law. Except as allowed by applicable law, with respect to any software provided to Customer hereunder, Customer will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of such software. 6. User Accounts
Customer may use the service through the use of their username and password login. Customer shall provide ProChatCommerce.com with accurate, complete and regularly updated profile information associated with their login. They agree to notify ProChatCommerce.com of any known or suspected unauthorized use of their user login account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your username or password. Customer shall be responsible for maintaining the confidentiality of their password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of the user account, in ProChatCommerce.com ' sole discretion, and Customer may be reported to appropriate law-enforcement agencies. 7. Termination of Agreement
7.1 Term: The term will commence on the date these Terms are accepted by Customer and continue for a period of twelve months. These Terms will automatically renew for additional one year terms unless either party provides notice of non-renewal no less than 60 days prior to the end of a renewal term.
7.2 Termination: Either party may terminate this Agreement for any reason upon 180 days written notice to the other party. Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within 5 days after written notice of such breach.
7.3 Termination by ProChatCommerce.com : ProChatCommerce.com may also suspend the Services immediately upon notice for cause if:
(a) Customer violates (or gives ProChatCommerce.com reason to believe it has violated) any provision of these Terms;
(b) there is an unusual spike or increase in Customer's use of the ProChatCommerce.com Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the ProChatCommerce.com Services;
(c) ProChatCommerce.com determines, in its sole discretion, that its provision of any of the ProChatCommerce.com Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or
(d) subject to applicable law, upon Customer's liquidation, commencement of dissolution proceedings, disposal of Customer assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer become the subject of bankruptcy or similar proceeding.
(e) the available balance falls below $0 in the Customer's Account(s). When this happens, past messages data and reports will still be accessible up to a period of 60 days, but the Facebook Messenger chat bot and the widget on Customer's website will be deactivated.
(f) Or any other date upon which ProChatCommerce.com has the right to terminate the Account(s) or suspend the Service as provided in this Agreement or any other applicable agreement or policy.
7.4 Termination By Customer: Customer may cancel Services through contacting us at [email protected]
. Such cancellation will deactivate the Facebook Messenger chat bot build on ProChatCommerce.com and will stop the monthly fees for Services. In addition, no more messages will be sent through the built Facebook bot once the account has been cancelled.
After canceling an account, the available balance will be preserved for when/if the Customer reactivates the account. If Customer would like to request a refund of the available balance, please contact at [email protected]
. While not guaranteed, ProChatCommerce.com is generally able to refund any unused funds in the available balance upon cancellation provided the account is in good standing and the transactions funding the available balance have occurred within the past 3 months. For refunds in excess of $500, bank transaction fees will be withheld from any refunds- International fees are 5.5%
7.5 Account Data Upon Termination: ProChatCommerce.com may, after 60 days post Account cancellation, delete all Customer Data, including, but not limited to, messages history and analytics inside the platform, configuration profiles, and other information indicative of Customer's use of the service. 8. Price and Payment:
8.1 Account Available Balance: In order to start using ProChatCommerce.com service, Customer will need to up account balance by manually choosing to add funds depending on the pricing plan. The plans can be found on ProChatCommerce.com website: www.ProChatCommerce.com
Customer grants ProChatCommerce.com the right to charge the credit card provided in their Account for all fees incurred under this policy.
8.2 Pricing Changes: ProChatCommerce.com may change any portion of the Fees by posting the changes to the Sites or otherwise notifying customers of the change, such changes to take effect at the beginning of the next period of service. 9. Security Rules:
Customer is prohibited from violating or attempting to violate the security of the ProChatCommerce.com Sites and Services and from using the ProChatCommerce.com Sites and Services to violate the security of other websites by any method, including, without limitation: (a) accessing data not intended for Customer or logging into a server or account which Customer is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measurers without proper authorization; (c) attempting to interfere with service to any user of the ProChatCommerce.com Sites or Services, host or network, including, without limitation, via means of submitting a virus to the ProChatCommerce.com Sites, overloading, "flooding," "spamming," "mailbombing," or "crashing"; or (d) sending unsolicited e-mail, including promotions and/or advertising of products or services. Violations of system or network security may result in civil or criminal liability. ProChatCommerce.com may investigate violations of these Terms, and may involve and cooperate with law enforcement authorities in prosecuting users of the ProChatCommerce.com Sites who are involved in such violations. 10. Compliance with Laws:
Customers using the Service for telemarketing or similarly regulated purposes are directly and solely responsible for compliance with applicable laws, including without limitation for filing, subscribing, or holding appropriate regulatory compliance documentation as required by competent jurisdictions and/or the purchase of access to any do-not-call lists and the like.
Customer agrees to familiarize himself with and abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under their account, including without limitation the content of the messages transmitted through the ProChatCommerce.com Services.
Customer accepts that the Services are provided for professional use only, and agree that their use of the ProChatCommerce.com Sites or Services shall not include:
11. Changes to Service:
- Sending unsolicited marketing messages or broadcasts (i.e. spam);
- Harvesting, or otherwise collecting information about others, without their consent;
- Interfering with, or disrupting, networks connected to the Services or violating the regulations, policies or procedures of such networks;
- Attempting to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means;
- Interfering with another's use and enjoyment of the Services or ProChatCommerce.com Sites; or
- Engaging in any other activity that ProChatCommerce.com believes could subject it to criminal liability or civil penalty/judgment.
ProChatCommerce.com may at any time change or modify the features and functions of the Services may change over time. ProChatCommerce.com will use reasonable efforts to notify Customer at least 60 days prior to implementation of a change in Service and to provide information required for Customer to continue to use the Services. 14. DISCLAIMER OF WARRANTIES:
PROCHATCOMMERCE.COM HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE.
PROCHATCOMMERCE.COM ' SERVICES AND PROPERTIES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. PROCHATCOMMERCE.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 15. EXCLUSION OF DAMAGES, LIMITATION OF LIABILITY:
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PROCHATCOMMERCE.COM BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF PROCHATCOMMERCE.COM HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PROCHATCOMMERCE.COM BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER DURING THE SIX MONTHS PRECEDING THE INCIDENT OR CLAIM.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. 16. Intellectual Property Rights:
16.1 Ownership: The brand names, slogans, trademarks, service marks, designs, and logos used on the ProChatCommerce.com Website or in conjunction with the Service, including without limitation ProChatCommerce.com (collectively, the "Marks") are the trademarks of ProChatCommerce.com and its licensors.
Customer further agrees not to use any domain name, trademark, trade name, service mark, logo, or other materials confusingly similar to the Marks without the prior written consent of ProChatCommerce.com .
16.2 Site Content: All information and materials published, transmitted, or otherwise available on the ProChatCommerce.com Website or through the Service (including, but not limited to, terms of service, use policies, service documentation, user help, informational resources, images, equipment configurations, audio clips, and video clips, collectively, "Content") are protected by copyright or trademarked (as applicable), and owned or controlled by ProChatCommerce.com , its licensors, or affiliated companies. Customer shall abide by all copyright and trademark notices, limitations, and restrictions applicable to any Content or to the Service. Without limiting the foregoing, no Content may be copied, reproduced, republished, reused, uploaded, downloaded, posted, or transmitted, other than through the Service in accordance with its intended use, nor may derivative works be created from it or distributed in any way.
16.3 Proprietary Technology: The software, hardware, and other technologies which ProChatCommerce.com uses to deliver the Service (the "ProChatCommerce.com Technologies") contain confidential and proprietary information, trade secrets, and other property rights belonging to ProChatCommerce.com and its licensors, and all rights to the ProChatCommerce.com Technologies and all property rights related to the Service, including without limitation all patents (registered or unregistered), trade secrets (including diagrams, drawings, processes, production methods, information, data, computer software, and formulas), copyrights (whether registered or unregistered), domain names and sub domains, end-user and consumer information, work product resulting from custom implementation services, and contract rights, including all derivative works thereof (whether produced by ProChatCommerce.com , Customer, or otherwise), shall remain exclusively with ProChatCommerce.com and its applicable licensors.
Customer rights to the ProChatCommerce.com Technologies are limited to a non-exclusive and non-transferable runtime right solely during the term of the applicable Account subscription and solely for the purpose of using the Service. All Service is hosted by ProChatCommerce.com and no software code (other than APIs if ProChatCommerce.com agrees to provide the same in its sole discretion) will be provided to Customer.
16.4 Derivative Works: Customer may not modify, create derivative works or, redistribute, sell, decompile, reverse engineer, or disassemble the ProChatCommerce.com Technologies or otherwise attempt to deduce the source code, design, or data transmission characteristics of the ProChatCommerce.com Technologies. Customer may not use packet sniffers or other network or IP tracing technologies on the Service or with the ProChatCommerce.com technologies except for the specific purpose of optimizing your network for use of the Service in accordance with ProChatCommerce.com Service documentation. 17. Use of Customer Name and Logo:
Customer hereby grants ProChatCommerce.com a royalty-free, nonexclusive, limited license to use the name and logo of Customer on the ProChatCommerce.com website or in other public relations materials to include Customer as a customer of ProChatCommerce.com . Customer may terminate such authorized use upon 30 days written notice. 18. Indemnification and Disputes:
With respect to any violation of this Agreement, Customer agrees to indemnify and hold harmless ProChatCommerce.com , and its subsidiaries, parents, affiliates, managers, shareholders, officers, directors, agents, resellers, sales affiliates, licensees or other partners, and employees, from all claims, demands, liabilities, losses, damages and expenses (including without limitation reasonable legal fees and expenses), arising from or in connection with the use of the Service, any other parties' use of the Customer Account, or any conduct while using the Service, violation of this Agreement, or violation of any rights of another, including without limitation any violation of applicable law or any tort committed while using the Service. 19. Miscellaneous:
19.1 Amendment: ProChatCommerce.com may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. ProChatCommerce.com will notify Customer of any such amendments and Customer's continued use of the ProChatCommerce.com Services following the effective date of any such amendment may be relied upon by ProChatCommerce.com as Customer's consent to any such amendment. ProChatCommerce.com ' failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of the Agreement.
19.2 Enforceability: If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
19.3 Modification: Except when expressly provided by another written agreement with ProChatCommerce.com , this is the entire Agreement between the parties relating to the subject matter herein and shall not be modified except in writing signed by an authorized representative of ProChatCommerce.com . Customer agrees that ProChatCommerce.com may, in its sole discretion, from time to time add to, delete from, or modify this Agreement in any reasonable manner by providing notice as permitted above.
19.4 Force Majeure: ProChatCommerce.com shall not be deemed in breach of this Agreement, nor for any breach of any implied warranty or other obligation, for any failure in performance arising in connection with circumstances beyond its reasonable control, including, without limitation, fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident, or other acts of God.
19.5 Transferability: The right to use the Service and access the Account is not transferable, sublicense able, and may not be sold, rented, or timeshared, unless expressly permitted in another agreement with ProChatCommerce.com . ProChatCommerce.com may assign this Agreement, in whole or in part, at any time with or without notice.
19.6 No Waiver: The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
19.7 Relationship: Each party is an independent contractor in the performance of each and every part of this Agreement. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Agreement. Customer does not have the authority to commit ProChatCommerce.com in any way and will not attempt to do so or imply that it has the right to do so. QUESTIONS:
or contacting us by phone: +1 (929) 999-1878