Terms and conditions

Effective February 19, 2021

Please read this Agreement carefully. These Terms of Service (“TOS” or “Agreement”) constitute a binding legal agreement between you (“Licensee” or “you”) and GuestChat Ltd., (“GuestChat” or “we”) and establishes the terms and conditions by which you are permitted to access and use our services, client software applications and websites (collectively the“Services”). By using the Services, you confirm that you have read, understand, and agree to be bound by the TOS, and that you consent to the Privacy Policy, if applicable to you, which is incorporated by reference. Use of the Services and, where applicable, registration online to obtain Services constitute your electronic signature. If you are entering into this Agreement on behalf of your employer or client (and you have the legal authority to sign contracts on their behalf), then “Licensee” or “you” refers to that entity. The TOS does not create third party beneficiary rights for any parties. If you do not agree to our TOS, please do not use our Services.

THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATIONPROVISION IN SECTION 19, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOURRIGHTS HEREUNDER WITH RESPECT TO DISPUTES YOU MAY HAVE WITH GUESTCHAT. YOU MAYOPT OUT OF SUCH ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED IN SECTION 19.

We reserve the right to modify and update the TOS from time to time. We will post notice of any such modifications on this website. You can always review the most recent TOS at https://guestchat.com/ terms-of-service/. Except as otherwise agreed to in writing, the Services will be governed by the then-current version of the TOS at the time of your use. If you use the Services after any such modification or update to the TOS, you consent to those modifications or updates. Modifications will not be applied retroactively.

We may also, from time to time, add additional products,features, or services or modify, suspend, or discontinue certain existing products, features, or services available on the Services. We may correct any error to the Services without any liability. New or modified products, features, or services will be governed by this Agreement, as well as any applicable agreement published in connection with those products, features, or services (such as a EULA, or a new terms of service document). GuestChat will not be liable to you or any third party under this Agreement for suspending or discontinuing any product, feature, or service.

You acknowledge and agree that except as otherwise agreed to in these TOS or in a separate written agreement, you bear the entire risk of use of the Services and all products and services contained herein. Any unauthorized use immediately terminates the permissions or licenses granted by GuestChat.

1. Eligibility. To use the Services, you must be (i) eighteen (18) years of age or older, and (ii) be able to form binding contracts under the laws applicable to you. By using the Services, you are representing and warranting that both (i) and (ii) above are correct. Our Services are based in Grenada. All users use the Services at their own risk and are responsible for compliance with any local laws applicable to their use of the Services.

2. Registration. You may access this website and certain Services without registering. However, certain Services require the creation of a user account and may be subject to fees. If you choose to register, you must provide an email address and create a password. You are responsible for all actions taken using your account; accordingly, you must keep your account information and password private and not share them with third parties. You are responsible for notifying us if your account has been used without your authorization. To do so, please contact us at info@guestchat.com.

3. Payment Terms. For Licensees that purchase our Services, fees are specified at the Services interface “check-out” and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the herein, fees paid are non-refundable. If we agree to invoice you, full payment must be received within thirty (30) days from the invoice date, subject to a 1.5% fee for late payments. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.

4. Personal Information; Consent to Privacy Policy. In orderto purchase and/or subscribe to Services, you must provide certain information to GuestChat, including your credit card number, billing address, shipping address, and other contact information, as applicable. You hereby authorize GuestChat to use all information submitted by you, in accordance with GuestChat’s Privacy Policy including the Data Protection Addendum, if applicable to you.

5. Usage and User Responsibility. You agree to use the Services for lawful purposes only. You may not reproduce, duplicate, copy, sell, resell, or otherwise exploit the Services, any GuestChat Property (defined below in Section 6), or any portion thereof for any commercial purpose without the express written consent of GuestChat. You may not use the Services in any way that may, in GuestChat’s discretion, damage or disable GuestChat systems or equipment, or interfere with other users’ ability to access and use the Services. You may not attempt to gain unauthorized access to any portion or feature of the Services or any systems or networks connected to the Services or any GuestChat server or system by hacking, password “mining” or any other means, or use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Services. Additionally, you hereby acknowledge and agree to the following Acceptable Use Policy:

6. Intellectual Property. All content included in the Services, including all text, images, fonts, graphics, logos, button icons, digital downloads, data compilations, page designs, navigation systems, and software, as well as the overall structure and “look and feel” of the Services, and all of GuestChat’s fonts, designs, software, trademarks, copyrights, orother intellectual property, and all other related items of GuestChat intellectual property made available to you (collectively, the “GuestChatProperty”), are the property of GuestChat or its affiliates and licensors and protected by Grenada and international copyright laws. All software used in the Services is the property of GuestChat or its software suppliers and is protected by Grenada and international copyright laws.

You acknowledge and agree that GuestChat is and will be the exclusive owner of all worldwide right, title, and interest in and to the GuestChat Properties and the Services, including, without limitation, all copyright, patent, trademark, trade secret, and other intellectual property rights, in and to the GuestChat Properties and the Service. Any and all modifications, customizations, variations or adaptations to the GuestChat Properties or Service, regardless of origin, shall automatically be deemed to be included in the definition of “GuestChat Properties” and/or “Services” as applicable here under and shall become part of, and subject to, this Agreement.

You agree not to challenge GuestChat’s rights in or to the GuestChat Properties, the Services, or the validity of any intellectual property or other right of GuestChat therein, or to infringe GuestChat’s rights therein.

7. Product Descriptions and Prices. GuestChat attempts to be as accurate as possible. However, GuestChat does not warrant that product descriptions or other content of our website are accurate, complete, reliable, current, or error-free. Prices are subject to change without notice.

8. Third Party Links. The Services may include links to third party websites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. The presence of any such links does not mean that GuestChat endorses these sites. You acknowledge and agree that GuestChat is not responsible or liable for the content or accuracy of any other site or third-party service.

9. Disclaimer of Warranties; Limitation of Liability. The Services and all information, content, materials, software, and services made available to you are provided by GuestChat on an “as is” and “as available”basis, unless otherwise specified in writing. GuestChat makes no representations or warranties of any kind, express or implied, as to the operation of the Services or the information, content, materials, software, and services made available to you, unless otherwise specified in writing. You expressly agree that your use of this Services is at your sole risk. To the full extent permissible by applicable law, GuestChat disclaims all warranties, express or implied, including but not limited to, any warranties of non-infringement, merchantability and fitness for a particular purpose. GuestChat does not warrant that the Services and all information, content, materials, software, and services made available to you, including without limitation any email sent from GuestChat are free of viruses or other harmful components.

GuestChat will not be liable for any damages of any kind arising from the use of the Services or the information, content, materials, software, and services made available to you, unless otherwise specified inwriting, made available to you, including, but not limited to, direct, indirect, incidental, punitive and consequential damages, including any lost profits or lost savings, loss of goodwill, business interruption, work stoppage, loss of data, computer failure, damage or malfunction, or for any claimby any party, even if GuestChat has been apprised of the possibility of such damages, and regardless of the theory upon which such claim is based (including contract tort, strict liability, negligence or otherwise), unless otherwise specified in writing. Your sole and exclusive remedy for any dispute with GuestChat is the cancellation of the Services. GuestChat’s total cumulative liability for all claims related to your use of the Services and all information, content, materials, software, and services made available to you will not exceed the amount paid by you to GuestChat in the twelve months prior to the incident that gives rise to the claim. The disclaimers of warranty and liability set forth in this Section constitute an essential part of this Agreement.

10. Indemnification. You, at your sole expense, shall indemnify GuestChat, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns and any of their affiliates, and hold them harmless against all losses, damages, claims, expenses (including, but not limited to, third party claims and attorneys’ fees and court costs) (any of the foregoing, a “Loss”) arising out of or resulting from: (i) any use of the Services by you or via your account, (ii) any breach of this Agreement by you or via your account or (iii) violation of any rights of a third party, by you or via your account. Your indemnification obligation does not apply to Losses resulting entirely from GuestChat’s gross negligence or willful misconduct. Other than Licensees who are receiving Services without any fees paid or owed to us, GuestChat shall indemnify you, your agents, employees, officers, directors, shareholders, advisors, successors, and assigns and any of their affiliates, and hold them harmless against all losses arising out of or inconnection with third party claims alleging that the Services (excluding anythird party data or applications) infringes the intellectual property rights of the third party. In the event of a claim arising from this section, the indemnified party will promptly notify the indemnifying party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation at its expense, in connection with the defense or settlement of any such claim and (ii) be entitled to participate at its own expense in the defense of any such claim. The indemnifying party will have sole and exclusive control over the defense and settlement of any such third-party claim, provided that a settlement shall require the prior written consent of the indemnified party, such consent not to be unreasonably withheld, conditioned or delayed.

11. Termination. GuestChat reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at its sole discretion. GuestChat reserves the right to suspend your account for any reason at any time.

12. Confidentiality. Neither you nor GuestChat will disclose any Confidential Information (as defined below), except to affiliates, employees, agents or professional advisers who need to know such Confidential Information and who have agreed in writing to keep it confidential. The receiving party will ensure that anyone granted access to Confidential Information will use it only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. Notwithstanding anything to the contrary herein, the receiving party may disclose Confidential Information to the extent required by applicable legal process; provided that the receiving party uses commercially reasonable efforts to: (i) promptly notify the disclosing party of such disclosure before disclosing; and (ii) comply with the disclosing party’s reasonable requests regarding its efforts to oppose the disclosure. “Confidential Information” shall mean any non-public information, in whatever form, belonging to ordisclosed by a party, that is identified as “Confidential” and/or “Proprietary” or that by its nature reasonably should be understood to be confidential and/or proprietary; provided, that it does not include information that is independently developed by the receiving party, is rightfully given to thereceiving party by a third party without confidentiality obligations, or becomes public through no fault of the receiving party.

13. Publicity. You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so you may send us an email to info@guestchat.com stating that it does not wish to be used as a reference.

14. Survival. Terms that by their nature survive terminationshall survive the termination of this Agreement.

15. Assignment. We may assign this contract at any time toany parent, subsidiary, or any affiliated company, or as part of the sale to,merger with, or other transfer of our company. You may not assign, transfer, orsublicense this Agreement to anyone else unless otherwise agreed to in writing.Any attempt by you to assign this Agreement will be void ab initio.

16. Force Majeure. GuestChat shall not be liable for damages resulting directly or indirectly from acts of nature, forces or causes beyond GuestChat’s reasonable control including, but not limited to: internet failures, network failures, computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, acts of God, terrorist action, acts of civil or military authority, government actions, fires, epidemics, riots, wars, sabotage, insurrections, labor shortages, or disputes.

17. Term of Agreement. This Agreement remains effective until all Services have expired or been terminated or the Order Form itself terminates. Termination of this Agreement will terminate all Order Forms and all Services.

18. Termination for Cause. We or you may terminate this Agreement and the use of Services on notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Licensee is responsible for its users, including for any breaches of this Contract caused by its users. We may terminate the Agreement immediately on notice to you if we reasonably believe that the Services are being used by you or your users in violation of applicable law.

19. Effect of Termination. Upon any termination for cause by you, we will refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, you will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

20. Dispute Resolution; Waiver of Class Action. Any unresolved disputes shall be submitted to confidential arbitration in Grenada. If you have violated or threatened to violate our intellectual property rights, we will seek injunctive or other appropriate relief in Grenada. You consent to exclusive jurisdiction and venue in such courts. Any arbitration under this agreement shall be conducted under the laws of Grenada. The arbitrator's award shall be binding. The parties agree to arbitrate solely on an individual basis, and this Agreement does not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial.

21. Governing Law; Jurisdiction and Venue. Subject to the relevant provisions of the GuestChat Privacy Policy that describe compliance with certain data protection laws, this Agreement and all rights and obligations under this Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of Grenada (the “State”), but without regard to its conflicts of laws or choice of forum rules. Except as specifically provided for in the GuestChat Privacy Policy, Licensee hereby irrevocably submits to personal jurisdiction in the State and any legal suit, action, or proceeding arising out of or relating to this Agreement or the relationships created by or under this Agreement (“Action”). Jurisdiction andvenue of any Action shall, at the election of GuestChat, be in (and if any Action is originally brought in another venue, the Action shall at the election of GuestChat be transferred to) a state or court of appropriate jurisdiction located in the State. Licensee hereby waives and agrees not to assert, as adefense to any Action or a motion to transfer venue of any Action, any claim (a) that it is not subject to such jurisdiction; (b) that any Action may not be brought against it or is not maintainable in those courts; (c) that this Agreement may not be enforced in or by those courts; (d) that it is exempt or immune from execution; (e) that the Action is brought in an inconvenient forum; or (f) that the venue for the Action is in any way improper.

22. No Waiver. No failure by either party to object to any breach of any provision of this Agreement shall constitute a waiver of such provision, a waiver of any other breach, or a waiver of any other provision of this Agreement.

23. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shallnot affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.

24. Entire Agreement. This Agreement, including the Privacy Policy and any other applicable agreements incorporated by reference, constitutes the entire understanding between the parties concerning the Services and all products and services offered therein, and supersedes all previous agreements, promises, representations, and negotiations between the parties concerning the same. No pre-printed terms of any subsequent purchase order, invoice, or order summary will add to, modify or supersede the terms ofthis Agreement.