Last updated August 05, 2022
Chatcenter.net is an online platform located at https://app.chatcenter.net/(“Platform”) that provides an environment in which companies can access and use the Platform to give costumer support to its own clients, and/or generate and/or increase on line sales teams through the linking with human beings who want to participate in such teams (“Chatters”), as well as, when needed, use the assistance of artificial intelligence bots (in particular or collectively called “Services”).
The Platform includes (a) CCN’s technology platform ; (b) artificial intelligence bots and related apps; (c) the site located at chatcenter.net (“Site”); and (d) all software, applications, data, reports, text, images, sounds, video, and all content made available through any of the foregoing.
These are the rules that will govern your use of the Platform and Services we provide. From now on we shall refer to these rules as the “Terms.”
The Terms are a legally binding agreement (“Agreement”) between you (“You” or “Client”) and OhWhatAChat, Inc., a company incorporated under the laws of Delaware, USA, with address in 651 N. Broad Street, Suite 206, Middletown, DE 19709, US (“CCN” o “Us” or “We”).
So, PLEASE READ CAREFULLY THIS TERMS, WHICH MUST BE ACCEPTED BEFORE ACCEDING OR USING THE SERVICES. If you don’t agree with the Terms, you should not use our Services.
If You have any questions, comments, or concerns regarding these Terms or the Services, please contact Us by sending an email to support@chatcenter.net.
We are constantly trying to improve our Services and Platform, so these Terms may need to change. All changes are effective immediately when posted and shall apply to all access to and use of the Platform and Services. Your continued use of the Services and Platform following the posting of changes to these Terms means that You accept and agree to such changes. It is Your responsibility to check these Terms periodically for changes, as these changes are binding on You. You can easily check if there are changes in the Terms by checking the “Last Updated Date” at the beginning of this Terms, as such date shall be changed when the Terms are updated.
If You don’t agree with the new Terms, You are free to reject them; unfortunately, that means You will no longer be able to use the Services and Platform.
Except for changes made by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both You and Us.
Chatters are not CCN´s employees, they are independent contractors who access and use the Platform to connect with Clients which need the generation or increase of their sales teams. Therefore, CCN provides its Services through the Platform as an intermediary between Clients and Chatters for those Clients who need to hire agents.
CCN takes the privacy of its users very seriously. For the current Privacy Policy, please click here.
You’ll need to create an account to use our Services. You shall be asked to provide certain registration information.
It is a condition of your use of the Platform and Services that You:
(i) provide correct, current, and complete information about yourself as prompted by the registration (such information being the “Registration Data”) and
(ii) maintain and promptly update the Registration Data to keep it correct, current and complete.
It is important Registration Data is accurate. Remember we may send You notices and other communications to You through in-app notifications or via email to the email address provided in the Registration Data.
It’s prohibited to use false information or impersonate another person or company through your account. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business and bind them to these Terms (in which case, the references to “You” and “Client” in these Terms, except for in this sentence, refer to that organization or entity).
You should treat your username, password, and any other information part of our security procedures, as confidential, and You agree to not disclose such information to any other person or entity.
You further agree that Your account is personal to You and that You will not provide any other person access to the Platform or the Services. You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity.
You may not transfer your account to anyone else without our prior written permission.
You must notify Us immediately of any unauthorized access to or use of your username or password or any other breach of security.
The Services shall be provided in the way and prices shown on the Site and/or on the quote sent to the Client by CCN (called “Plans”). Through such Plans we may provide You with the Platform so that You use it with your own agents, or you may hire Chatters to increase your sales or customer support teams. Services may also include the use of artificial intelligence bots applications developed by CCN, as a tool to help your agents and/or Chatters in conversations with customers (“ChatBots”).
Client may subscribe to the Plan that adjust best to its needs paying in advance under the conditions and prices offered on the Site at the time of the payment (Subscription Fee).
A conversation includes all messages exchanged between the Chatter or ChatBot and the costumer, from the initial to the final greeting, with no limit or minimum of interactions. A conversation is considered finished after ten (10) minutes of inactivity or when the customer closes it, whichever occurs first.
A Plan expires when all conversations are consumed by the Client or after a period of thirty (30) days since the acquisition of the Plan, which happens first.
The price for the Plan is paid by the Client through bank transfer, credit card or other method of payment chosen by Us. The payment is definitive and not reimbursable.
Client´s obligation may vary depending on the hired Services.
8.1 Payments:
Client shall pay the Subscription Fees by credit card in advance. You authorize CCN to make all the necessary debits until all Plans You subscribed are paid.
You may choose the automatic renewal option, in which case, the Subscription Fee shall be automatically charged to your credit card until You decide to cancel it. You may cancel the automatic renewal whenever you decide to do so.
CCN utilizes a third-party payment processing vendor, so additional terms and conditions will apply to your transactions with such vendor, as well as its privacy policy. At the moment, you shall find such terms and conditions and privacy policy at: https://stripe.com/es-us/privacy.
You agree, understand and confirm that the payment information provided by You will be correct and accurate and You are using a form of payment that You are legally authorized to use for this purpose. The amount invoiced is net of any sales tax or similar which, if applicable to You will be paid by You. You will bear any costs, such as bank fees or charges.
In the event that the Subscription Fees are not collected in accordance with the provisions herein, CCN may deny You access to the Platform and Services without prior notice.
8.2. Provision of relevant information when hiring Chatters and ChatBots
(i) In case of hiring Chatters and/or ChatBots, You shall inform Us about the aspects of your business that We should know in order to train Chatters and design and train ChatBots.
(ii) You shall inform CCN the days and hours during which You expect Chatters and/or ChatBots to be active (i.e.: from 9 am to 6 pm from Monday to Friday).
(iii) You may request to decrease or increment the number of Chatters and/or ChatBots, change days and/or hours, with a prior notice of seven (7) business days, so that CCN may be able to make the necessary changes.
8.3. Delivery of users and passwords when hiring Chatters and/or ChatBots: For the purposes of the adequate provision of the Services and to enable Chatters and/or ChatBots to have conversations with your customers through the Site, You will give CCN access to your social media users (i.e: whatsapp, Facebook, your own platform, etc..). You shall inform Us of any changes in users, access codes or password so that We may always render the Services adequately. The confidentiality of the users, access codes and passwords is regulated in Section 22.
8.4 Legal object and activity: You guarantee Us that the object and activity of your company is legal and does not violate or infringe any law or regulation. We reserve the right to suspend the Services when, in our judgment, the Client’s activity does not comply with the provisions of this section, with prior notification to the Client. You will only use the Services and Platform in a manner that complies with all laws that apply to You. We can’t and won’t be responsible for your using the Services and/or Platform in a way that breaks the law. You must hold Us harmless for third-party claims, sanctions or other damages based on non-compliance with the provisions of this section. In the event that We receive an order from the competent authority indicating that any Client practice infringes a regulation or is abusive, We may suspend the Services in question until such time as it is remedied and the non-compliance ceases, without the right to claim or compensation in favor of the Client.
8.5 Prohibitions: You will not: (i) allow any competitor of CCN to use or access the Platform with your account, (ii) use or access the Platform to develop or enhance any product or service, or (iii) copy any ideas, features, functions or graphics of the Platform. You are not permitted to access or use the Platform for public comment unless authorized in writing by CCN. You are also not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, reproduce, modify, reverse engineer or transfer, transmit or create derivative works of the Platform and/or Services, or otherwise use the Platform, including any data obtained from your use of the Services and any software or hardware utilized in the provision of the Platform and Services. You may only link to the Platform, or any portion thereof, as expressly permitted by Us.
8.6 Additional restrictions:
You represent, warrant, and agree that You will not contribute any content or otherwise create any Chatbots or use the Platform and/or Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else
(including CCN);
(b) Violates any law or regulation, including any applicable export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, libelous, blasphemous, pornographic, defamatory, inciting hatred, terrorism or any similar offence, unlawful or misleading or otherwise objectionable;
(d) Jeopardizes the security of Your CCN account or anyone else’s (such as allowing someone else to log in to the Services as You);
(e) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(f) Runs Maillist, Listserv, any form of auto-reply or “spam” on the Platform or any
processes that run or are activated while You are not logged into the Platform, or that otherwise interfere with the proper working of the Platform (including by placing an unreasonable load on the Services’ infrastructure);
(g) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Platform or content (through use of manual or automated means);
(h) Copies or stores any significant portion of the Platform;
(i) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Platform.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services and/or Platform.
We may establish revised practices and policies concerning the use of the Services and Platform including without limitation, the maximum number of chats sent through the Services, the maximum number of days that a transcript will be stored and the number of simultaneous connections a given user can have.
Unauthorized use of the Platform and/or the resale of the Services without CCN´s prior written consent, is expressly prohibited.
We shall render Services in accordance with the Plans published on the Site. Our obligations may vary depending on which Services are hired.
We shall provide the Client with the necessary support related to the use of the Platform.
9.1 Client support when Chatters and/or ChatBots are hired: Based on the information provided by the Client, We shall train the Chatters and design and train ChatBots to answer adequately the questions of Client´s customers.
9.2 Prohibition of use: CCN agrees that it will not use in any way the information, designs, images, photographs, videos, texts, sounds, characters, configurations, and software, shared by the Client for its own benefit, neither on account or in favor of third parties, be it directly or indirectly. Nothing in this document should be interpreted in such a way that it can be considered that CCN has been explicitly or implicitly granted, or in some other way, a license or any other right, which allows the use of the information, industrial rights, or those referring to the intellectual property owned by the Client, with the exception of those rights expressly granted herein.
CCN does not guarantee results. Therefore, it does not guarantee any commercial success, clientele, or promise third-party events. Likewise, CCN does not guarantee the quality, suitability, or skill of Chatters.
CCN has sole and exclusive ownership of all right, title, and interest in and to the Site, Platform and Services, including all copyright and any other intellectual property rights therein. All rights not expressly granted to You are reserved by CCN. The Site, Platform and Services, including any data obtained from your use of the Services and any software or hardware utilized in the provision of the Platform and Services, are protected by copyright, trademark, and other laws of the United States and foreign countries and organizations of countries (including but not limited to the European and the Commonwealth of Independent States).
OhWhatAChat, OhWhatAChat.com, Ohchat.me, Chatcenter, Chatcenter Network, Chatcenter.net and any logos, trademarks, marks, product names and trade names, company names, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the Platform and Services or associated with CCN, are owned by CCN. You may not use any of the above mentioned rights without our express written consent.
You hereby grant CCN a license to translate, modify (for technical purposes, for example making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to your content such in each case to enable us to operate the Services.
Subject to Your compliance with all the terms and conditions of this Agreement (including timely payment of all Subscription Fees), CCN grants You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable and terminable license to access our Platform (the “License”), exclusively related to the use of the Services You have requested that we provide You and during the term of such Services.
CCN shall use all reasonable efforts to ensure that access to the Platform and Services is available to You. As an internet based Platform, You agree and understand that there will be times (planned and/or due to emergency) when the Platform and/or Services will not be available. CCN shall make commercially reasonable efforts to notify You of planned downtime and unavailability of the Platform and/or Services.
You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and Services and any updates thereto. CCN does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Platform and Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
We’re always trying to improve the Platform and Services so they may change over time. We may suspend or discontinue any part of the Services or Platform or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services and Platform.
CCN is not responsible for difficulties in access, errors, service interruptions or any other event that could cause damage to the Client or third parties, derived from access to the LiveChat Platform, Mercado Libre, or any other platform integrated to the Services and out of our control, when hired, since CCN is limited only to providing such access.
13.1 Any information, data or content, uploaded, publicly posted or privately transmitted through the Platform and Services (including information in ChatBots You created) or otherwise provided or stored (“Content”), are the sole responsibility of the person from whom such Content originated, and You access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content for any damages or loss You might suffer in connection with it.
You are responsible for all Content You contribute, in any manner, to the Platform or Services, and You represent and warrant You have all rights necessary to do so, in the manner in which You contribute it.
You represent and warrant that: (i) you either are the sole and exclusive owner of all Content or you have all rights, licenses, consents and releases necessary to contribute the Content and (ii) neither the Content, nor your submission, uploading, publishing or otherwise making available of such, nor CCN’s use of the Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive.
CCN has no control over and assumes no responsibility for the Content. CCN may, but shall not be obligated to, review, monitor, or remove Content, at CCN’s sole discretion and at any time and for any reason, without notice to you.
You warrant that You comply and shall comply when using the Platform and/or Services with all personal data protection applicable laws and regulations.
13.2 Transmission of Content. You understand that the operation of the Platform, including Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to CCN’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Platform and Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Content. CCN will have no liability to you for any unauthorized access or use of any Content, or any corruption, deletion, destruction or loss of any of Content.
The Platform may contain links or connections to third party websites or services that are not owned or controlled by CCN. When You access third party websites or use third party services, You accept that there are risks in doing so, and that CCN is not responsible for such risks. We encourage You to be aware and to read the terms and conditions and privacy policy of each third-party website or service that You visit or utilize.
CCN has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that You interact with through the Platform and/or Services. In addition, CCN will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, You release and hold us harmless from any and all liability arising from Your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Platform and/or Services, including payment, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such organizations and/or individuals. You agree that CCN shall not be responsible or liable or any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between Chatters and Clients or other participants on the Platform, or between users and any third party, You agree that CCN is under no obligation to become involved. In the event that You have a dispute with one or more other users and/or Chatters You release CCN, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services and/or Platform.
The Client expressly authorizes CCN and Chatters, in case of hiring them, to use its trademarks, marks, brand, logos, copyrights, commercial name and all other intellectual property rights for the purpose of performing the Services without the need to obtain prior written authorization from the Client.
The Client also expressly authorizes CCN to use its trademarks, marks, brand, logos, copyrights and commercial name with the sole purpose of showing or informing on the Site or Platform that CCN is or has rendered the Services to the Client.
The Client declares that he has the necessary licenses for the software, computer programs, computer applications and other intellectual property and / or material rights necessary for the use and rendering of the Services. Likewise, the Client must hold CCN harmless with respect to any third-party claim or responsibility related to the legality of the use of software, computer programs, computer applications and other intellectual property rights and / or materials used by the Client and to which the Client has given CCN access.
CCN and the Client will not be responsible for the failure to fulfill their contractual obligations in a situation of fortuitous event or force majeure. In such circumstances, the party prevented from fulfilling its obligations must immediately inform the other of the verification of said event.
You are aware, declare and agree that CCN and You are independent parties, and that there is no other link between us other than that derived from this Agreement. Therefore, no act, fact or circumstance shall be understood as a relationship between the parties that could presume the existence of a company, or a controlled and / or controlling and / or dependent relationship between the parties. Neither party has the right, power or authority whatsoever to pay for or represent the other party.
The parties declare that each of them has, for the development of the tasks involved in this Agreement, a specific and pre-existing business organization, consisting of the employees and elements necessary for this purpose, and that it is adequate and efficient for the provision of such tasks, performing them with autonomy and independence.
The parties also expressly declare that the execution of the tasks involved in this Agreement, constitutes one of the activities of its normal and specific line of business and that, consequently, each one is a giver and responsible for the work to be provided by the personnel involved in the execution of the tasks in their charge. Therefore, the professionals or employees that each of the parties may eventually require to carry out the obligations assumed in this Agreement, will be at the sole charge, responsibility and under the exclusive dependency relationship of the party that requires said professionals or employees, with exception of the Chatters who are independent individuals, not being employed by any of the parties. Each of the parties agrees to hold the other harmless against any claim and / or demand, of a judicial and / or extrajudicial nature, arising from their relationship with their employees or dependents.
This Agreement between You and Us shall commence on the date you register your account and shall remain in effect unless terminated by either party. Either you or Us may terminate this Agreement at any time.
You may terminate it by deciding not to renew the Subscription Fee.
If we terminate the Agreement, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services or Platform.
If there are pending Plans that have already been paid, we must perform the Services according to such Plans.
Upon termination of this Agreement; (a) the rights and licenses granted to You herein shall terminate; (b) You shall cease all use of the Platform and Services; and (c) CCN may at its own discretion remove and/or purge data, accounts and any other information obtained by CCN in connection with providing You the Platform and Services.
CCN is also free to terminate (or suspend access to) your use of the Services or Your account, for any reason in our discretion, including your breach of these Terms. CCN has the sole right to decide whether You are in violation of any of the restrictions set forth in these Terms.
Agreement termination may result in destruction of any ChatBot and Content associated with your account.
We will try to provide advance notice to You prior to our terminating the Agreement so that You are able to retrieve any important content You may have stored in Your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of CCN.
Provisions that, by their nature, should survive termination of these Terms shall indeed survive termination. By way of example, all of the following will survive termination: any obligation You have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between You and Us.
You agree that We may contact You by whatsapp or email, after termination in order to inform You about new or different Plans, Services or promotions, and send You newsletters.
Neither CCN nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Platform and/or Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services.
THE SERVICES AND PLATFORM ARE PROVIDED BY CCN (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
CCN does not represent or warrant that: (i) the use of the Platform or Services will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Platform or Services will meet your requirements or expectations, (iii) errors or defects will be corrected, (iv) the Platform or Services or the server(s) that make the Services available are free of viruses or other harmful components.
In no event shall CCN be liable for (i) any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit, or the cost of procurement of substitute or services by You even if advised of the possibility of such damages; (ii) any delay or failure to provide the Services that is due to third parties, including, without limitation, internet service providers, data centers, server hosting companies and telecommunications companies; (iii) credit card fraud committed against You by any third party provider of credit card services; (iv) any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit, or the cost of procurement of substitute services by You arising from the performance of this Agreement or in any way related to a transaction or relationship between Chatters and Clients and (v) the actions, statements, content or damages produced by Chatters and/or third parties.
Your sole remedy with respect to any claims arising out of this Agreement shall be a claim for money damages limited to One Hundred US Dollars ($100).
Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, CCN’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
To the fullest extent allowed by applicable law, You agree to indemnify and hold CCN, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party (including Chatters) claims relating to (a) Your use of the Services and Platform (including any actions taken by a third party using Your account), (b) Your violation of these Terms, (c) Your Content and (d) your violation of the rights of a third party, including rights of Chatters. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for Your account (provided that failure to deliver such notice shall not eliminate or reduce Your indemnification obligations hereunder).
We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
We might mutually share information the disclosing party considers to be proprietary and confidential to itself (“Confidential Information”). Confidential Information of a party includes, but not be limited to that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) “know-how”, inventions, processes, methods, products, patent applications, and other proprietary rights; (4) specifications, drawings, sketches, models, samples, tools, computer programs, software, platforms, websites, technical and non-technical information, or other related information; or (5) data bases, users codes and passwords to access social media and networks, social media and WhatsApp contacts, costs, sales and marketing information, employees, directors, customer information, business plans and needs, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets or non-public technical or business information.
NOW, THEREFORE, You and Us agree as follows:
22.1.- Either party may disclose Confidential Information to the other party in confidence (“Disclosing Party”). When disclosed Confidential Information by one of the parties, the receiving party (“Recipient”) shall refrain from disclosing such Confidential Information to any contractor or other third-party without prior, written approval from the Disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third-party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the Disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any legal process requiring production or disclosure of said Confidential Information.
22.2.- All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other party. The Recipient shall honor any request from the Disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the Disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
22.3.- The Recipient shall not make use, for its own benefit and / or that of third parties, of any information related to the other party´s activity, whatever its nature or form.
22.4.- Notwithstanding the above, the parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:
a.- Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the Disclosing Party; or
b.- Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or
c.- Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or
d.- Is approved for release (and only to the extent so approved) by the Disclosing Party; or
e.- Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
22.5. CCN specific obligations: In order to protect the confidentiality of certain Confidential Information, CCN will be subject to the following specific obligations:
a.- For the purposes of the adequate provision of the Services, the Client will give CCN access to his social media user or users (i.e: facebook, Instagram, Whatsapp). CCN shall make appropriate use of such access and shall not disclose the passwords, user codes or contacts of the Client, unless expressly authorized by the Client.
b.- CCN shall not change users, access codes or passwords without prior authorization from the Client. In turn, in the event that the Client wishes to modify passwords, users or any access code, it will previously notify CCN of this circumstance so that this change does not harm the integration of the platform because, otherwise, CCN will not be able to continue providing the services.
22.6.- CCN may disclose the Client’s Confidential Information to its employees and / or Chatters who need to have access to said Confidential Information in relation to their work related to CCN, as long as CCN notifies said employees and / or Chatters of the confidentiality obligations established in this Agreement and take the appropriate measures for compliance. CCN shall not disclose to Chatters users, codes of access or passwords of the Client.
22.7.-The obligations set forth in this section shall have a duration equivalent to the duration of the Services that the Client hires or for a period of three (3) years from the date of disclosure, which lasts longer.
You may not assign, delegate or transfer these Terms, or your rights or obligations hereunder, or Your Services account, in any way without CCN s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by any of the following means, at sender´s choice: in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, addressed as follows:
if to CCN:
Address: 651 N. Broad Street, Suite 206, Middletown, DE 19709, US.
E-mail address: support@chatcenter.net
if to Client: To the address or e-mail address registered by Client in Registration Data.
These Terms are governed by and will be construed under the laws of the State of Delaware, without regard to the conflicts of law provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in the exclusive jurisdiction of Delaware Courts. The parties expressly waive any other jurisdiction that may correspond to them based on their present or future address or based on any other circumstance.
Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with reasonable dispatch whenever such causes are removed.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and
other governmental assessments associated with your activity in connection with the Services, provided that CCN may, in its sole discretion, do any of the foregoing on Your behalf or for itself as it sees fit.
The failure of either You or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
You and CCN agree that these Terms are the complete and exclusive statement of the mutual understanding between You and CCN, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.
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