Terms of Service

Effective as of January 1, 2019, LiveChatAgent.com. (LiveChatAget,” “we,” or “us”), has updated Terms of Service

LiveChatAgent enables the Subscribers (“Subscriber” or “you”) to communicate with their customers (the “Customers”) in real time by means of live chat (the “LiveChatAgent Service”). LiveChatAgent Service is accessible by you through the LiveChatAgent desktop application, the LiveChatAgent mobile application, and the LiveChatAgent browser interface. LiveChatAgent desktop application and the LiveChatAgent mobile application require the Subscriber to download and install such applications. LiveChatAgent browser interface requires the Subscriber to install certain LiveChatAgent code (“LiveChatAgent Widget”) on the Subscriber’s website.

By downloading and installing the LiveChatAgent desktop application, the LiveChatAgent mobile application, or a LiveChatAgent Widget or by accessing, registering and/or using the LiveChatAgent Service, you agree to these Terms of Service (the “Terms”), our Privacy Policy (LiveChatAgent.com/privacy), and any additional terms applicable to certain programs in which you may elect to participate or with respect to any portion of the LiveChatAgent Service, as any of the same may exist from time to time. If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST IMMEDIATELY STOP ACCESSING OR USING THE LiveChatAgent SERVICE.

Application of these terms

These Terms will only apply if:
(a)Subscriber’s business activity is not in the context of the activities of an establishment of Subscriber in the EEA; and/or
(b)Subscriber is not offering services to data subjects who are in the EEA

If Subscriber’s business activity is in the context of the activities of an establishment of Customer in the EEA or Subscriber is offering services to data subjects who are in the EEA, Subscriber is required to sign additional Data Processing Agreement before downloading and installing any LiveChatAgent application. The Data Processing Agreement is available on request by contacting us at privacy@LiveChatAgent.com

Modifications to These Terms

We reserve the right at all times to discontinue or modify any part of these Terms as we deem necessary or desirable. We suggest that you revisit our Terms from time to time to ensure that you stay informed of any such changes to the LiveChatAgent Service. Your use of the LiveChatAgent Service after we update these Terms will constitute acceptance of the modified Terms. We also reserve the right to change or discontinue any aspect or feature of the LiveChatAgent Service including, but not limited to, requirements for access or use.

Modifications to The LiveChatAgent Service

You understand and agree that the LiveChatAgent Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. We may, in our sole discretion, elect to suspend or terminate access to, or use of the LiveChatAgent Services to anyone who violates these Terms.

LiveChatAgent Widget & Launching Code

The LiveChatAgent browser interface will be made available to you through a LiveChatAgent Widget that you will be asked to place on your website. You hereby consent to the placement of such widget on your website. You will need to insert an HTML and/or JavaScript code snippet provided by LiveChatAgent (the”Launching Code”) in the HTML code for your website in order to obtain the LiveChatAgent Widget and launch it on your website. You are granted the non-exclusive, non-transferrable right to insert any such Launching Code in the HTML code for your website for the sole purpose of accessing and launching the LiveChatAgent Widget on your website pursuant to these Terms. You may not use the Launching Code for any other purpose. The Widget and Launching Code provided by LiveChatAgent under these Terms are exclusively owned by LiveChatAgent. Copying, alteration, disassembly, translation, decompilation or reverse engineering of the Widget or Launching Code is strictly prohibited and you will not attempt to discover any source code, underlying ideas, techniques or know-howrelating to the widget or Launching Code. You may not modify the Widget or Launching Code. If for any reason whatsoever you do modify the Widget or Launching Code, in addition to the same being a breach of these Terms, you recognize that LiveChatAgent shall be the owner of all rights, including all copyrights, in and to all modifications. You will not remove any copyright, proprietary or licensing notices from the widget or Launching Code provided by LiveChatAgent. You shall not duplicate the Widget or Launching Code and shall not sell, loan, lease or otherwise make the Widget or Launching Code available to any third party.

Account Setup

To use the LiveChatAgent Service, you need to set up an account by registering on the LiveChatAgent website located at LiveChatAgent.com and downloading and installing the LiveChatAgent desktop application, the LiveChatAgent mobile application, or installing the LiveChatAgent Widget by inserting the Launching Code in the HTML code for your website.

When you register for an account, we will prompt you for registration information, such as your name, email address, account password, and e-mail address. Your registration information is protected by our Privacy Policy.

PLEASE BE AWARE THAT YOU MUST PROVIDE COMPLETE AND ACCURATE INFORMATION TO OUR PAYMENT PROCESSOR OR YOUR PAYMENT MAY BE AFFECTED. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES.

You further agree (a) not to provide your password to anyone who is not your agent, and (b) to ensure all individuals permitted to use your account information are aware of and have agreed in writing to comply with the terms of these Terms.

Free Trial Period

You may receive a 14-day free trial period, effective from the date that you set up your Account; provided that the Company may terminate the trial period at any time in its sole discretion. During the free trial period you will not be subject to any monthly subscription fees or any other fees. You must provide valid credit card information immediately after the end of the free trial period in order to continue to use the LiveChatAgent service. Only one free trial period is made available for a website.

Subscription Period, Subscription Fees

Subscription Period. The subscription period for a Subscriber can be month-to-month, yearly, quarterly, or another duration described in the account features for your account (“Subscription Period”).

Subscription Fees. Subscriptions are subject to fees based upon the account type you have selected (“Subscription Fees”). For renewals, LiveChatAgent or its payment processor may automatically charge your credit card the amount of the then-currentfee for your type of account, plus applicable taxes. All payments are non-refundable.Your credit card will be charged an advance subscription fee on the day you sign up for Paid Account. To the extent that payment mechanisms are provided through third parties (the “Payment Processors”), you agree that LiveChatAgent shall have no liability to you arising out of the acts or omissions of such third parties. YOU CONSENT TO ALLOW LiveChatAgent TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS TERMINATED BY YOU OR LiveChatAgent. If you do not pay on time or if LiveChatAgent cannot charge your credit card, PayPal or other payment

method for any reason, LiveChatAgent reserves the right to either suspend or terminate your access to your account and the LiveChatAgent Service and terminate these Terms. Subscriber shall have the right to request a full refund of the Subscription Fees within ten (10) days of its initial payment to the Company, provided that Subscriber has not used the LiveChatAgent Service other than during the Free Trial Period, if at all.

We may occasionally need to change the prices charged for these accounts. In the event of any increase in the price or material reduction in the features of any Subscription to which you subscribe, we will communicate these change(s) to you at least thirty days in advance and the changes will only take effect with respect to any subsequent renewal of your Subscription.

Renewals and Cancellations

By default, in order to provide you with uninterrupted and hassle free service, once you have submitted your payment information, your credit card will be automatically charged for subsequent time periods after the initial period where you authorize payment unless you cancel the account by the end of the then-current Subscription Period. For example, if you have paid for a monthly subscription, after the first month your credit card will be automatically billed at the applicable rate for the following month. By paying for the LiveChatAgent Service and authorizing payment on your credit card, you authorize us to automatically charge your credit card for any subsequent periods after your initial payment. YOU EXPLICITLY AUTHORIZE US TO CHARGE YOUR CREDIT CARD WITHOUT PROVIDING ADDITIONAL NOTICE TO YOU AFTER YOUR INITIAL PAYMENT. You can cancel your account at any time by contacting customer service. Cancellation will be effective immediately. Please note that after you cancel your account, you will not be able to use or access the LiveChatAgent Service and you will not be entitled to a refund of any fees that you have paid.

Additional Offerings

From time to time we may offer additional offerings, such as various modules to enhance the LiveChatAgent Service. These offerings may be offered to you separate and in addition to the Subscription Fee. Unless stated in writing otherwise, these Terms shall be applicable to any such additional offerings.

Requirements to Use the LiveChatAgent Service
To use the LiveChatAgent Service, you will need to have a compatible computer or mobile device with Internet access. If you access the LiveChatAgent Service using a wireless data plan on your mobile device, you may incur increased charges from your wireless carrier. You are responsible for paying all wireless charges and for all equipment and other third party services you use to access the LiveChatAgent Service.

LiveChatAgent Service Limitations

LiveChatAgent uses commercially reasonable efforts to make the LiveChatAgent Service available 7 days a week 24 hours a day. However, LiveChatAgent does not guarantee availability of the LiveChatAgent Service, shall not have any liability to you for any unavailability of the LiveChatAgent Service, and is under no obligation to provide you with maintenance, technical support or updates for the Software or LiveChatAgent Service unless provided in conjunction with your plan type and, if provided, in the manner as determined by LiveChatAgent from time to time. We will use commercially reasonable efforts to provide twenty-four (24) hour advance notice to you in the event of any scheduled downtime. We reserve the right to suspend or terminate access to your account if your use of the LiveChatAgent Service disrupts, impedes or otherwise negatively impacts the operation of the LiveChatAgent Service or the use of the LiveChatAgent Service by other customers or if you violate any of these Terms.

Subscriber will not and will not assist or permit any third party to, pass special category data or criminal offence data through the use of LiveChatAgent applications. The subscriber is hereby notified, that any submission of special category data or criminal offence data by the Subscriber or data subjects about whom personal data is transferred to LiveChatAgent in connection with the Processor Services by, at the direction of, or on behalf of Subscriber, will be solely at Subscriber’s own risk and responsibility and will be considered an occasional submission.

License to Use the LiveChatAgent Service

License. Subject to these Terms, LiveChatAgent grants you a revocable, limited, non- transferable, non-exclusive license to
(i) access and use the LiveChatAgent Service;
(ii) install the LiveChatAgent desktop application, the LiveChatAgent mobile application, and the LiveChatAgent Widget on devices within your possession and control; and
(iii) use the LiveChatAgent desktop application, the LiveChatAgent mobile application, and the LiveChatAgent Widget to access and use the LiveChatAgent Service for Subscriber’s own use. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the LiveChatAgent Service, ownership of which is retained by LiveChatAgent. All updates to the LiveChatAgent Service are governed by these Terms.

Compliance. You agree to comply with any local laws and regulations regarding your right to download, install, import, export or use the LiveChatAgent desktop application, the LiveChatAgent mobile application, the LiveChatAgent Widget, and the LiveChatAgent Service. You warrant that you have obtained sufficient consent and rights
(i) to access any third party or end user’s systems or networks, and
(ii) to access, use and store all data and files on the LiveChatAgent systems or otherwise use via the LiveChatAgent Service such data and information. You agree not to
(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the LiveChatAgent Service available to any third party;
(b) modify, adapt, or hack the LiveChatAgent Service or otherwise attempt to gain unauthorized access to the LiveChatAgent Service or related systems or networks;
(c) falsely imply any sponsorship or association with LiveChatAgent,
(d)use the LiveChatAgent Service in any unlawful manner, including but not limited to violation of any person’s privacy rights;
(e) use the LiveChatAgent Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights;
(f) use the LiveChatAgent Service in any manner that interferes with or disrupts the integrity or performance of the LiveChatAgent Service and its components
(g) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software;
(h) use the LiveChatAgent Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
(i) carry out any distributed denial-of- service attacks;
(j) use the LiveChatAgent Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or
(k) try to use, or use the LiveChatAgent Service in violation of these Terms. You may not access or use the LiveChatAgent Services if you are a competitor of LiveChatAgent, except with our prior written consent. You may not access or use the LiveChatAgent Service for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.

Support. LiveChatAgent will use commercially reasonable efforts to provide Subscriber with maintenance and support for the LiveChatAgent Service in accordance with its standard practices, as amended from time to time (the “Support Services”). The current support policy is provided at http://www.LiveChatAgent.com. LiveChatAgent shall have no obligation to support any version other than the then current and immediate prior version of the LiveChatAgent desktop application, the LiveChatAgent mobile application, the LiveChatAgent Widget. LiveChatAgent will provide the Subscriber with any patch, update or new version of the LiveChatAgent desktop application, the LiveChatAgent mobile application, the LiveChatAgent Widget that it makes generally available to its other Subscribers that have purchased the same level of support.

Protection of Service Data; Security & Privacy; Confidentiality

LiveChatAgent will maintain reasonable administrative, physical, and technical safeguards for protection of the security and confidentiality and integrity of Service Data transmitted through the LiveChatAgent Service. For purposes of these Terms, Service Data refers to means electronic data, text, messages, communications or other materials submitted to and stored within the LiveChatAgent Service by the Subscriber (including its agents) and the Subscriber’s Customers in connection with the Subscriber’s use of the LiveChatAgent Service, which may include, without limitation, Personal Data, which shall mean any information relating to an identified or identifiable natural person. This might be by reference to an identifier such as a name, ID number, location data or online identifier, or by factors specific to them, such as their physical, genetic, economic or social identity. Notwithstanding the foregoing, as between LiveChatAgent and the Subscriber, the Subscriber is solely responsible for ensuring compliance with all applicable laws in connection with the collection and/or processing of Personal Data of the Subscriber’s Customers.

To the extent Service Data constitutes Personal Data, the Subscriber shall be deemed to be the data controller and LiveChatAgent shall be deemed to be the data processor as those terms are understood under the Data Protection Regulations. Under no circumstances will LiveChatAgent be deemed a data controller with respect to Service Data under Data Protection Regulations or any relevant law or regulation of any Member State as defined in Data Protection Regulations. If you need a signed Data Processing Agreement, please contact us at privacy@LiveChatAgent.com. For purposes of these Terms, Data Protection Regulations refer to EU Regulation 2016/679 (GDPR) (and any applicable national laws made under it) if the Subscriber is established in an European Economic Area (“EEA”) member state or where the Subscriber’s agents or Customers access the LiveChatAgent Service from an EEA member state or the Swiss Federal Act of 19 June 1992 on Data Protection (as may be amended or superseded) if the Subscriber is established in Switzerland.

By agreeing to these Terms, the Subscriber grants LiveChatAgent a general authorization in the meaning of Article 28 (2) of GDPR to engage processors for the purposes of providing the LiveChatAgent Service. The LiveChatAgent will inform the Subscriber of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in these Terms. In case when LiveChatAgent is a data processor, such procesors will be sub-processors for the respective controllers.

Intellectual Property Rights. LiveChatAgent Service, LiveChatAgent Materials, all LiveChatAgent software, LiveChatAgent trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by LiveChatAgent and its third party vendors and hosting partners. d are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. LiveChatAgent, its affiliates and licensors retains all right, title and interest in such LiveChatAgent Services, LiveChatAgent Materials, LiveChatAgent trade names and trademarks, and any parts or elements. Your use of the LiveChatAgent Services and LiveChatAgent Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the LiveChatAgent Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the LiveChatAgent Services, LiveChatAgent Materials and LiveChatAgent trade names and trademarks not expressly granted in the Terms. For purposes hereof, LiveChatAgent Materials means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the LiveChatAgent Service.

Term and Termination

Your rights to use the LiveChatAgent Service are effective through the end of applicable Subscription Period unless earlier terminated. These Terms will terminate immediately without notice to you upon the earlier of
(i) notice of your election to cancel your account,
(ii) the posting of a new version of these Terms through the LiveChatAgent Service with notice to you (which you acknowledge that LiveChatAgent may provide by any means, including without limitation, by posting through the LiveChatAgent Service), in which case the new Terms shall apply to you unless you cancel your account within a 10 day period; or
(iii) any material breach by the Subscriber, its agents or Customers of these Terms.

Upon termination, the licenses granted to you by LiveChatAgent shall cease and you shall promptly delete or uninstall the LiveChatAgent desktop application, the LiveChatAgent mobile application, or the LiveChatAgent Widget, as applicable.

Disclaimer of Warranties

THE LiveChatAgent SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LiveChatAgent EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, AND NON-INFRINGEMENT. LiveChatAgent DOES NOT WARRANT THAT:

(I)THE USE OR QUALITY OF THE LiveChatAgent SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE LiveChatAgent SERVICE WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE LiveChatAgent SERVICE WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE LiveChatAgent SERVICE REMAINS WITH YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LiveChatAgent OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (AND WITH RESPECT TO FREE ACCOUNTS FOR ANY DIRECT DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE WIDGET OR THE LiveChatAgent SERVICE EVEN IF LiveChatAgent OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LiveChatAgent’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF MONEY THAT YOU HAVE PAID TO LiveChatAgent IN THE PRECEDING TWELVE MONTHS PERIOD. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN LiveChatAgent AND RECEIVED THROUGH OR ADVERTISED ON OR THROUGH THE LiveChatAgent SERVICE. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF LiveChatAgent’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE LiveChatAgent PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY LiveChatAgent.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, LiveChatAgent’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Any claims or damages that you may have against LiveChatAgent shall only be enforceable against LiveChatAgent and not any other entity or its officers, directors, shareholders, representatives or agents.

Internet Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT
(i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE,
(ii) LiveChatAgent HAS NO CONTROL OVER THE INTERNET, AND
(iii) LiveChatAgent SHALL NOT BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE LiveChatAgent SERVICE.

Indemnification
You agree to indemnify, defend and hold LiveChatAgent and its officers, directors, employees, shareholders, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees in connection with
(i) your use of the LiveChatAgent Service,
(ii)your agents and Customers’ use of the LiveChatAgent Service;
(iii) your violation of these Terms,
(iv) your agents and Customers’ violation of these Terms;
(v) your violation of any third-party rights, including any intellectual property rights; or
(vi) your agents and Customers’ violation of any third-party rights, including any intellectual property rights.

Electronic Communications

By using the LiveChatAgent Service, you consent to receiving electronic communications from LiveChatAgent. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the LiveChatAgent Service. These electronic communications are part of your relationship with LiveChatAgent. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing

Dispute Resolution and Arbitration; Class Action Waiver.

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Uttar Pradesh, India, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Uttar Pradesh, India.

The parties agree that they shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, the parties agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions

This provision shall survive the termination of these Terms.

Change of the Terms

We reserve the right to make changes to the LiveChatAgent Service or these Terms at any time. Such amended Terms shall be effective within 10 days from posting through the LiveChatAgent Service and will have no effect on transactions that were completed before such posting. Please check the Terms published on the LiveChatAgent Service regularly to ensure that you are aware of all terms governing the LiveChatAgent Service. Our failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.

Export Compliance and Use Restrictions

The LiveChatAgent Service and any associated software may be subject to Indian export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the LiveChatAgent Service by you, your agents and Customers. You shall not access or use the LiveChatAgent Service if you are located in any jurisdiction in which the provision of the LiveChatAgent Service is prohibited under India. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and you shall not provide access to the LiveChatAgent Service to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that
(a) you are not named on any Indian government list of persons or entities prohibited from receiving Indian exports, or transacting with any Indian person;
(b) you are not a national of, or a company registered in, any Prohibited Jurisdiction;
(c) you shall not permit agents or Customers to access or use the Services in violation of any Indian or other applicable export embargoes, prohibitions or restrictions; and
(d) you shall comply with all applicable laws regarding the transmission of technical data exported from India and the country in which you, your agents and Customers are located.

General

These Terms shall be governed by and interpreted in accordance with the laws of the State of Uttar Pradesh, India exclusively. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of LiveChatAgent. Any assignment in violation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. LiveChatAgent shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between LiveChatAgent and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third party beneficiaries to these Terms. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Contact Us

If you have any questions about these Terms or otherwise need to contact LiveChatAgent for any reason, you can reach us at info@LiveChatAgent.com.