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Terms & Conditions for UpChat.io

Terms governing your use of UpChat.io and our AI-powered chat widget services.

Effective Date: 10/20/2018

1. Introduction

These Terms and Conditions (“Terms”) govern your use of UpChat.io, operated by Actuate Media, LLC (“we,” “us,” or “our”), offering an AI-powered chat widget and related services (“Services”). By accessing or using our Services, you (“you” or “Customer”) agree to comply with and be bound by these Terms.

If you disagree with these Terms, do not use our Services.

2. Services Overview

Upchat.io provides an AI-driven chat widget for businesses to engage with customers via their websites. The widget helps automate conversations, capture leads, and provide customer support using advanced artificial intelligence.

3. User Responsibilities

Acceptable Use: You agree to use the Services in a lawful manner and in accordance with these Terms. You shall not:

  • Use the Services for illegal purposes or to transmit harmful content.
  • Engage in data mining, scraping, or any activity that might disrupt or interfere with the Services.
  • Infringe on any intellectual property rights.
  • Accuracy of Information: You are responsible for ensuring that any information provided to us (including data provided through the widget) is accurate, up-to-date, and complies with applicable laws.

4. User Data and Privacy

Upchat.io may collect and process data through the Services, including personal data, as described in our Privacy Policy. By using our Services, you consent to the collection and use of your data in accordance with our Privacy Policy.

5. HIPAA Disclaimer and Medical Use

Upchat.io is not intended for healthcare providers or any business requiring HIPAA compliance. We do not offer any services, agreements, or assurances for HIPAA compliance. Medical companies, healthcare professionals, and other organizations subject to HIPAA regulations may choose to use our Services at their own risk. Using Upchat.io, you acknowledge and agree that we are not responsible for failing to comply with HIPAA or any related regulations.

6. Payment and Subscription

  • Pricing: Fees for using the Services will be specified on our website or through separate agreements. Payment is due as specified in your chosen pricing plan.
  • Billing Cycle: Payments are billed in advance for the subscription period and are non-refundable, except as required by law.
  • Late Payments: If payments are not made on time, we reserve the right to suspend or terminate access to the Services.

7. License and Access

License: We grant you a non-exclusive, non-transferable license to use the Services in accordance with these Terms.

Restrictions: You may not:

  • Reverse engineer, decompile, or disassemble the Services.

Attempt to extract the source code or attempt to bypass security measures.

8. Intellectual Property

All intellectual property rights, including but not limited to trademarks, logos, and content related to Upchat.io, are owned by us or licensed to us. You do not have any rights to use our intellectual property except as necessary to access and use the Services.

9. Termination and Suspension

Termination by You: You may terminate your use of the Services at any time by contacting us. Termination will not relieve you of any payment obligations incurred before the termination date.

Termination by Us: We may suspend or terminate your access to the Services if we believe you have violated these Terms or if your payment is overdue.

10. Limitation of Liability

To the fullest extent permitted by law, Upchat.io, its affiliates, officers, employees, agents, and partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or data, even if we have been advised of the possibility of such damages.

11. Indemnification

You agree to defend, indemnify, and hold harmless Upchat.io, its respective affiliates, subsidiaries, and parent companies, and their respective officers, directors, employees, agents, information providers, and partners (collectively, the “Protected Parties”) from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to:

(a) Your conduct with respect to our Services, including any content, data, or information submitted through the Upchat.io widget; and/or

(b) Violation (or alleged violation) of these Terms by you or any other person accessing the Site or Services using your Account.

Under no circumstances will Upchat.io be liable for damages of any kind that result from your use of, or the inability to use, our Services.

Arbitration Provision and Class Action Waiver (the “Arbitration Provision”)

THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS; PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS.

Agreement to Arbitrate. Except as otherwise explicitly provided in this Arbitration Provision, Upchat.io, together with its parent companies, subsidiaries, affiliates, successors, assigns, and any of these entities’ employees, officers, directors, and agents (collectively, the “Transaction Parties”) and you can elect to resolve any past, present, or future dispute or claim (“Claim”) arising from or relating in any way to:

1. The use of our Services,

2. These Terms, or

3. The relationship between you and any Transaction Party in connection with any of the foregoing that cannot be resolved directly between you and a Transaction Party,

by binding arbitration under the Consumer Arbitration Rules (“Consumer Rules”) of the American Arbitration Association (“AAA”), rather than in court. (Solely for purposes of this Arbitration Provision, the term Transaction Parties also includes any third party providing any goods and/or services in connection with the use of the Services or any of the foregoing on behalf of a Transaction Party, if that third party is named as a defendant along with a Transaction Party in the same proceeding or a related proceeding.)

“Dispute” Defined. “Dispute” broadly includes, without limitation: any claims based in contract, statute, constitution, ordinance, tort, fraud, consumer rights, misrepresentation, equity, or any other legal theory; initial claims, counterclaims, cross-claims, and third-party claims; federal, state, and local claims; and claims which arose before the date of your use of our Services, including, but not limited to, any dispute or claim arising before the date you accessed the Services or agreed to these Terms and any dispute or claim relating to:

  • (i) The use, denial, or termination of our Services and/or the events leading up thereto;
  • (ii) Any disclosure, advertisement, application, solicitation, promotion, or oral or written statement, warranty, or representation made by or on behalf of a Transaction Party;
  • (iii) Any product or service provided by or through a Transaction Party or third parties in connection with the use of our Services or the relationship between you and a Transaction Party and any associated fees;
  • (iv) A Transaction Party’s use or failure to protect any personal information you provide in connection with the use of the Services or your relationship with the Transaction Party;
  • (v) Enforcement of any and all of the obligations a party may have to another party in connection with the use of our Services or agreement governing the same; or
  • (vi) Compliance with applicable laws and/or regulations.

Exceptions to “Dispute.” Notwithstanding any of the foregoing:

1. Disputes or controversies about the validity, enforceability, coverage, or scope of this Arbitration Provision or any part thereof are for a court, and not an arbitrator, to decide. However, disputes or controversies about these Terms or your agreements governing the use of our Services or with Transaction Parties as a whole are for an arbitrator, and not a court, to decide.

2. Any Disputes seeking to enforce or protect, or concerning the validity of, intellectual property rights, will not be subject to binding arbitration under this Arbitration Provision.

3. Any party may proceed with their individual claims in small claims court (or an equivalent court) if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s (or the equivalent court’s) jurisdictional limits; but if that action is transferred, removed, or appealed to a different court, arbitration can be elected. Moreover, this Arbitration Provision will not apply to any Dispute that was already pending in court before this Arbitration Provision took effect.

Governing Law. The Federal Arbitration Act (“FAA”), 9 U.S.C. 1 et seq., and federal arbitration law apply to this Arbitration Provision. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award an individual the same damages and relief as a court in an individual case and must apply and follow applicable substantive law, consistent with the FAA, and the terms of these Terms and any agreement governing the use of the Services. The arbitrator shall apply applicable statutes of limitations and honor privilege rules. Any judgment on the award rendered by the arbitrator will be final, subject to any appeal rights under the FAA, and may be entered in any court of competent jurisdiction. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.

Miscellaneous; Conflicts. Even if all parties have opted to litigate a Dispute in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative, or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision. If any portion of this Arbitration Provision is inconsistent with the Consumer Rules, with these Terms, or your agreements governing the use of our Services, or with an arbitration provision in any agreement with a Transaction Party, this Arbitration Provision shall govern.

Survival; Severance. This Arbitration Provision shall survive termination of the Services or these Terms or of any agreement into which you enter with a Transaction Party; and, further, you understand and agree that this Arbitration Provision applies not only to these Terms but also to any subsequent agreement (including without limitation any agreement governing the use of the Services) into which you enter with a Transaction Party. If any portion of this Arbitration Provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, except that:

(a) If the Class Action Waiver is limited, voided, or found unenforceable with respect to a Dispute that does not seek public injunctive relief and that determination becomes final after all appeals have been exhausted, then this Arbitration Provision (except for this sentence) shall be null and void with respect to such proceeding. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and

(b) If a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim and that determination becomes final after all appeals have been exhausted, the claim for public injunctive relief will be determined in court, and any individual claims seeking monetary relief will be arbitrated. In such a case, the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated.

Right to Opt Out. If you do not want this Arbitration Provision to apply, you must send us a signed notice within 30 days of the date on which you electronically submit an application for a product or service offered by a Transaction Party through the Services. You must send the notice in writing (and not electronically) to:

Actuate Media, LLC, 1111B S Governors Ave STE 28669, Dover, DE 19904. You must provide your name, address, telephone number, and state that you “opt out” of the Arbitration Provision. Opting out will not affect the other provisions of these Terms or any other agreement governing the Services. If you do not opt out, you will be bound by this Arbitration Provision in these Terms and any other agreement governing a Service or with a Transaction Party. Please note that if you enter an agreement with a Transaction Party that contains a different arbitration provision with a right to opt out, opting out of this Arbitration Provision is not a rejection of the arbitration provision in the other agreement. You will need to separately opt out of the arbitration provision in the other agreement if you do not want it to apply.

12. No Warranty

The Services are provided “as is” and without warranty of any kind, either express or implied. We do not warrant that the Services will be uninterrupted, error-free, or secure. To the fullest extent permitted by law, we disclaim all warranties, including any implied warranties of merchantability or fitness for a particular purpose.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising out of or related to these Terms will be subject to the exclusive jurisdiction of the courts located in Dover, Delaware.

14. Amendments

We reserve the right to amend or modify these Terms at any time. Any changes will be posted on this page, and the updated Terms will be effective immediately upon posting. It is your responsibility to review these Terms periodically.

15. Contact Information

If you have any questions regarding these Terms, please contact us at:

Email: support@upchat.io

Website: https://upchat.io

Address: 1111B S Governors Ave STE 28669, Dover, DE 19904