Last updated August 31, 2020
This is an agreement ( “Agreement”) between OhWhatAChat, Inc., a company incorporated under the laws of Delaware, USA, with address in 651 N. Broad Street, Suite 206, Middletown, DE 19709, US (“OhWhatAchat” o “Us) and you (“You”), which governs the access and/o use of the services (“Services”) and applications (“Apps”) made available through the internet site ChatCenter.net ( “Site” ), an online platform which provides an environment in which companies or individuals can generate or increase on line sales teams (“Clients”) through the linking with human beings who want to participate in such teams (“Chatters”), as well as, where appropriate or needed, use the assistance of artificial intelligence bots. Chatters are not WhatAChat employees, they are independent contractors who access and use the Site to connect with Clients which need the generation or increase of the sales teams. Therefore, WhatAChat provides its Services through the Site and Apps as an intermediary between Clients and Chatters.
PLEASE READ CAREFULLY THIS TERMS AND CONDITIONS (“TERMS”) WHICH MUST BE ACCEPTED BEFORE ACCEDING OR USING THE SERVICES, APPS OR SITE. If you do not agree with these Terms, you should not accept them nor use the Services, Apps or Site.
The Site, Services and Apps are offered and available to users who are eighteen (18) years of age or older. By using them You represent and warrant that You are of legal age to form a binding contract with OhWhatAChat.
If You have any questions, comments, or concerns regarding these Terms or the Services and Apps, please contact by clicking here.
We are constantly trying to improve our Services and Apps, so these Terms may need to change along with the Services and Apps. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when posted and shall apply to all access to and use of the Site, Services and Apps thereafter. Your continued use of the Site, Services or Apps, 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” above 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 Apps.
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.
CSA and FCA are considered a part of the Terms and shall prevail over the Terms in case of conflict between both.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if You are a child under 13, please do not attempt to register for the Services or send any personal information about Yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If You believe that a child under 13 may have provided us personal information, please contact by clicking here.
3. Registration and Account Security
If You create, or are provided with, a user name, password or any other information as part of our security procedures, You agree to treat such information as confidential, and that You will 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 this Site or the Services, or any portions of the same, using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by You or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms.
You promise to provide us with accurate, complete, and updated registration information about yourself. You may not transfer your account to anyone else without our prior written permission.
If You’re agreeing to these Terms on behalf of an organization or entity, You represent and warrant that You are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “You” and in these Terms, except for in this sentence, refer to that organization or entity).
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR IF YOU ARE NOT AUTHORIZED TO ENTER INTO LEGALLY BINDING CONTRACTS YOU MUST NOT USE THE SERVICES, SITE or APPS OR MAKE ANY PAYMENT.
4. Grant of Rights; Limitations and Restrictions
Subject to Your compliance with all the terms and conditions of this Agreement (including timely payment of all Subscription Fees if applicable), OhWhatAChat grants You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable and terminable license to access our Site and Apps (the “License”), exclusively related to the use of the Services You have requested that we provide You.
OhWhatAChat shall use all reasonable efforts to ensure that access to the Services, Site and Apps is available to You. You agree and understand that there will be times (planned and/or due to emergency) when the Services, Site or Apps will not be available. OhWhatAChat shall make commercially reasonable efforts to notify You of planned downtime and unavailability of the Services, Apps or Site. Notwithstanding such undertaking, OhWhatAChat shall not be liable for any Service, App or Site unavailability which arises as a result of emergency downtime and Service, App or Site unavailability.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Apps and any updates thereto. OhWhatAChat does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
You will only use the Services and Apps in a manner that complies with all laws that apply to You. If your use of the Services and/or Apps is prohibited by applicable laws, then You aren’t authorized to use the Services and/or Apps. We can’t and won’t be responsible for your using the Services and/or Apps in a way that breaks the law.
You’re responsible for any activity associated with your account.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that You will not contribute any content or otherwise create any chatbots or use the Services and/or App in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else
(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 OhWhatAChat account or anyone else’s (such as allowing someone else to log in to the Services as You);
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) Runs Maillist, Listserv, any form of auto-reply or “spam” on the Services, or any
processes that run or are activated while You are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or content (through use of manual or automated means);
(i) Copies or stores any significant portion of the Content;
(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services and/or App.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services and/or App.
We may establish revised practices and policies concerning the use of the Services, Apps and Site 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.
We will fully cooperate with law enforcement authorities in investigating suspected lawbreakers, including complying with court orders or lawful requests or demands to preserve or produce information pursuant to local, state or federal laws including requests made by governmental authorities pursuant to the Electronic Communication Transactional Records Act, 18 U. S. C. § 2701, et seq. Any information delivered by You or to You using the Services is subject to preservation and/or production by us upon such lawful requests.
Unauthorized use of the Services, Site or Apps, and/or the resale of the Services without OhWhatAChat´s prior written consent, is expressly prohibited.
5. Proprietary Rights
As between You and OhWhatAChat, OhWhatAChat has sole and exclusive ownership of all right, title, and interest in and to the Site, Services and Apps, including all copyright and any other intellectual property rights therein. This Terms convey a limited right and license to use the Site and any Services and Apps, including any data obtained from your use of the Services and any software or hardware utilized in the provision of the Site and Services, as made available to You. It may not be construed to convey title to or ownership of these to You. All rights not expressly granted to You are reserved by OhWhatAChat. The Site, Services and Apps, including any data obtained from your use of the Services and any software or hardware utilized in the provision of the Site 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). Except as expressly provided in this Terms, You may not reproduce, modify, reverse engineer or prepare derivative works, distribute, sell, transfer, publicly display, transmit or otherwise use the Site or Services or Apps, including any data obtained from your use of the Services and any software or hardware utilized in the provision of the Site and Services.
OhWhatAChat, OhWhatAChat.com, Chatcenter.net and any logos, trademarks, service marks, product names and trade names associated with OhWhatAChat are owned by OhWhatAChat. You may not use any of our trademarks, service marks, product names or trade names without our express written consent.
You hereby grant OhWhatAChat a license to translate, modify (for technical purposes, for example making sure your content is viewable on an 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.
6. Responsibility for the use of the Services and Apps. Other responsibilities
Any information or content publicly posted or privately transmitted through the Services, Site and Apps (“Content”), and any chatbots created using the Services, 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 or for any damages or loss You might suffer in connection with it.
We cannot control and have no duty to take any action regarding how You may interpret and use the Content or what actions You may take as a result of having been exposed to the Content, and You hereby release us from all liability for You having acquired or not acquired Content through the Services and/or App. We can’t guarantee the identity of any users with whom You interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content You contribute, in any manner, to the Services, and You represent and warrant You have all rights necessary to do so, in the manner in which You contribute it. You will keep all Your registration information accurate and current. You are responsible for all Your activity in connection with the Services and App.
OhWhatAChat has no control over and assumes no responsibility for the Content.
OhWhatAChat 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 Services. In addition, OhWhatAChat 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 Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such organizations and/or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that OhWhatAChat 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 this Site, or between users and any third party, You agree that OhWhatAChat is under no obligation to become involved. In the event that You have a dispute with one or more other users, Chatters and/or Clients You release OhWhatAChat, 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 App. If You are a California resident, You shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
7. User content.
7.1 OhWhatAChat may, in its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available through the Site textual, audio, and/or visual content and information, including commentary and feedback related to the Services (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to OhWhatAChat, you grant OhWhatAChat a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and OhWhatAChat´s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant OhWhatAChat the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor OhWhatAChat’s use of the User 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 User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive. OhWhatAChatr may, but shall not be obligated to, review, monitor, or remove User Content, at OhWhatAChat’s sole discretion and at any time and for any reason, without notice to you.
7.2 Transmission of User Content. You understand that the operation of the Site and Services, including User 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 OhWhatAChat’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Site, Apps and Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. OhWhatAChat will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
7.3 Feedback. You may submit ideas, suggestions, or comments (“Feedback”) regarding the Site, Apps and Services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and We may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether OhWhatAChat considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.
8. Changes in Services and Apps.
We’re always trying to improve the Services, Site and App, so they may change over time. We may suspend or discontinue any part of the Services, Site and/or App, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services, Site and/or App.
This Agreement shall commence on the date You register Your account and shall remain in effect unless terminated earlier by either party pursuant to this Agreement. Either OhWhatAChat or You may terminate this Agreement at any time, subject to the terms of the CSA or FCA.
Any party may terminate this Agreement at any time upon written notice of such termination to the other party if the other party commits any material breach of this Agreement and (where such breach is capable of being remedied) fails to remedy such breach within thirty (30) days of notice of such breach.
Upon termination of this Agreement; (a) the rights and licenses granted to You herein shall terminate as to the terminated rights; (b) You shall cease all use of the Site, Services and Apps that have been terminated; and (c) OhWhatAChat may at its own discretion remove and/or purge data, account and any other information obtained by OhWhatAChat in connection with providing You the Site and Services.
OhWhatAChat 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. OhWhatAChat has the sole right to decide whether You are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any chatbots and Content associated with Your account.
We will try to provide advance notice to You prior to our terminating Your account 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 OhWhatAChat.
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.
10. Warranty Disclaimer
Neither OhWhatAChat nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Site and/or Services and/or Apps, 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. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.
THE SERVICES, SITE, AND APPS ARE PROVIDED BY OHWHATACHAT (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.
OhWhatAChat does not represent or warrant that: (i) the use of the Site, Apps or Services will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Site, Apps or Services will meet Your requirements or expectations, (iii) errors or defects will be corrected, (iv) the Site, Apps or Services or the server(s) that make the Services available are free of viruses or other harmful components.
11. Limitation of Liability
In no event shall OhWhatAChat 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 products 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 products or services by You arising from 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 Clients.
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, OHWHATACHAT’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 OhWhatAChat, 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 and Clients) claims relating to (a) Your use of the Services, Site or Apps (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 or Clients. 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).
You may not assign, delegate or transfer these Terms, the terms of the CSA or FCA or your rights or obligations hereunder and under the CSA or FCA, or Your Services account, in any way (by operation of law or otherwise) without OhWhatAChat’s prior written consent. We may transfer, assign, or delegate these Terms, CSA or FCA and our rights and obligations without consent.
14. Choice of Law; Jurisdiction
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, CSA and FCA 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.
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, Site and Apps, provided that OhWhatAChat 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 OhWhatAChat agree that these Terms and the CSA and CFA are the complete and exclusive statement of the mutual understanding between You and OhWhatAChat, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.
You hereby acknowledge and agree that You are not an employee, agent, partner, or joint venture of OhWhatAChat, and You do not have any authority of any kind to bind OhWhatAChat in any respect whatsoever. You and OhWhatAChat agree there are no third-party beneficiaries intended under these Terms.
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.
Notifications: OhWhatAChat may notify You by an email sent to your email address or by written communication sent to your address, as provided in your account. You may notify OhWhatAChat by written communication to our address at 651 N. Broad Street, Suite 206, Middletown, DE 19709, US.