Read these terms and conditions carefully when purchasing or accessing the listed services and/or software from Chat Services, LLC (“Chat247live.com or “Chat 24/ 7 Live”).
By completing the electronic acceptance process, clicking the “submit” or “accept” buttons, using any of the services or otherwise indicating acceptance of these terms, you and any party or entity you are using/purchasing the service on behalf of (together referred to as “Customers”), represent and warrant that: (i) you are authorized to bind yourself and any other party on whose behalf you use the service and/or software and (ii) you agree to be bound by all of these terms.
Chat 24/7 Live provides live chat software and monitoring services (“Chat Services”) to its Customers. Chat Services allow visitors to Customers’ websites to initiate chat sessions. The objective of each chat session is for the Chat 24/7 Live agent to engage site visitors, answer basic questions about customers’ business, obtain contact information, including, name, email address and/or phone number, and a description of the desired product or service (a “Lead”), and pass it on to the Customer.
Chat 24/7 Live shall provide Customers with computer code necessary to implement the Chat Services (“Chat Code”). Customers will be responsible for implementing code on the their websites.
At the end of each calendar month, Chat 24/7 Live shall send Customers an invoice for the previous month and Chat Services Reports listing all leads delivered in during that month. Customers shall pay each invoice by credit card immediately upon receiving the invoice.
Either party may terminate this Agreement on thirty (30) days prior written notice.
Chat 24/7 Live agents will monitor Customer sites for 24 hours/day 7 days per week. Chat 24/7 Live will be allowed a maximum of a 12hr/month down time, which may be needed for system upgrades and maintenance.
Chat 24/7 Live agrees and will ensure that their representatives will act ethically and in good faith, and will not make promises or commitments regarding Customer’s products or services unless they have prior written authorization.
In no event will Chat 24/7 Live be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover, or indirect, special, incidental, or consequential damages of any kind in connection with or arising out of the furnishing, performance or use of the products and/or service or support provided under this agreement, whether arising in contract or tort, or any other legal theory, including negligence, or whether arising from mistakes, omissions, interruptions deletion of files, errors, defects, viruses or other malicious code, delays in operation of transmission, or the delay or failure of support provided under this agreement. In no event will Chat 24/7 Live ’s liability arising from or relating to this agreement exceed the aggregate amount of payments received by Chat 24/7 Live from a Customer under this agreement during the one (1) month period immediately preceding the date of the claim. Additionally, in no event will Chat 24/7 Live be liable for any claim brought by Customer more than six months after the cause of action arose or reasonably should have been discovered.
During the term of this Agreement and for a period of five (5) years after the date of termination of this Agreement, each party: (i) will treat as confidential all Confidential Information provided by the other party; (ii) will not use such Confidential Information except as expressly permitted under the terms of this Agreement or otherwise previously authorized in writing by the disclosing party; (iii) will implement reasonable procedures to prohibit the disclosure, unauthorized duplication, reverse engineering, disassembly, decompiling, misuse or removal of such Confidential Information; and (iv) will not disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties will use at least the same procedures and degree of care to prevent the disclosure of Confidential Information as it uses to prevent the disclosure of its own Confidential Information of like importance, and will in any event use no less than reasonable procedures and a reasonable degree of care.
Confidential Information means all information furnished by a party to this Agreement to the other party under this Agreement in oral, written or machine-readable form: (i) which has value because it is not generally known, and the disclosing party uses reasonable efforts to protect; (ii) the Products and all object and source code, Documentation, Derivative Works, methods, processes, specifications, designs and development plans; and (iii) all confidential information relating to each party’s business including business plans, sales projections, business records, prices and customer lists. Confidential Information will not include any information that: (a) was generally available to the public at the time it was disclosed, or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party at the time of disclosure as shown by written records in existence at the time of disclosure; (c) was developed independently by the receiving party prior to the disclosure, as shown by written records in existence prior to the disclosure; (d) is disclosed with the prior written approval of the disclosing party; (e) becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement by the receiving party and in a manner which is otherwise not in violation of the disclosing party’s rights; or (e) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party will provide reasonable advance notice to enable the disclosing party to seek a protective order or otherwise prevent such disclosure and further provided that any such disclosure will not destroy or diminish the confidential status of such Confidential Information.
Chat 24/7 Live agrees to defend, indemnify and hold Customer harmless from and against damages assessed against Customer, by a court of competent jurisdiction, in favor of any third party as a result of such party’s claim that any part of the Product or Documentation constitutes an infringement of a United States patent, trademark or copyright owned by such party and enforceable in the Customer’s country, provided: (i) Customer notifies Chat 24/7 Live promptly in writing of any such claim and gives full and complete authority, information, and assistance to Chat 24/7 Live in the defense of such claim; (ii) Customer does not make any admissions or otherwise respond to any such claim without Chat 24/7 Live’s written consent; and (iii) Chat 24/7 Live will have sole control of the defense of any such claim and of all negotiations for its settlement or compromise. If an allegation of infringement of any intellectual property rights with respect to the Products or Documentation, or any part thereof is made, or in Chat 24/7 Live’s opinion is likely to be made, Chat 24/7 Live may at its own option and expense: (1) procure for Customer the right to continue to use such part, or (2) modify the part so it becomes non-infringing, or (3) remove the part and refund the price paid by Customer for such part amortized on a straight line basis over five (5) years from the date of the applicable purchase order. Chat 24/7 Live will not have any liability if any allegation of infringement is based upon the interconnection, modification or use of the Product in combination with other hardware, software or other devices not furnished or specified in writing by Chat 24/7 Live, or upon any use of the Product for which the Product was not designed, or if the infringement arises out of compliance with Customer’s specifications or designs, or out of modifications made to the Product or Documentation unless such modifications are made by Chat 24/7 Live. The foregoing states Chat 24/7 Live's entire liability with respect to infringement of an intellectual property by the Product and Documentation.
Chat 24/7 Live agrees to defend, indemnify and hold Customer harmless from and against actions brought or damages assessed against Customer, in or by a court of competent jurisdiction, in favor of any third party as a result of such party’s claim that Chat 24/7 Live gave false or misleading information through its chat service to such third party concerning customer and/or its business. Chat24/7 shall have no obligation to indemnify or hold Customer harmless if the claimed false or misleading information was included in a script approved in writing by Customer.
Neither party will be liable by reason of any failure of performance under this Agreement (except payment obligations) if such failure arises out of causes beyond such party’s reasonable control, despite the reasonable efforts and without the fault or negligence of such party. Without limiting the generality of the foregoing, Chat 24/7 Live will not be liable to Customer and Customers for any failure or delay in the performance of its obligations under this Agreement which failure is caused, directly or indirectly, by the failure of any matter for which Customer is responsible under this Agreement..
This Agreement will be governed by and construed in accordance with the laws of the state of Florida, without regard to conflicts of law principles. Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination, validity of the Agreement, which cannot be resolved by negotiations between the parties, must be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Palm Beach County, Florida, and each party irrevocably consents to such jurisdiction and waives all objections to this venue.
No delay or omission by either party to exercise any right or power unless in writing and signed by the party waiving rights it has under this Agreement will impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach will not be construed to be a waiver of any succeeding breach or of any other covenant.
Any notice required to be sent to a party under this Agreement will be in writing, will be sent by: first-class mail return receipt requested; personal delivery; or overnight courier to the other party’s address.
If any provision of this Agreement is held to be unenforceable, then both parties will be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement will be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent or, if that is not possible, by substituting another provision that is enforceable and achieves the same objective and economic result. It is expressly understood and agreed that each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, indemnification or exclusion or damages or other remedies are intended to be enforced as such. Further, it is expressly understood and agreed that in the event any remedy under this Agreement is determined to have failed its essential purpose, all limitations of liability and exclusions of damages or other remedies will remain in effect.
This Agreement is the entire agreement between the parties with respect to its subject matter, and supersedes and replaces any prior agreement between the parties with respect to the subject matter of this Agreement and there are no other representations, understandings or agreements between the parties relative to such subject matter. Amendments or waivers of any provision of this Agreement will be valid only as clearly identified as such, in writing and signed by the parties. No purchase order submitted by Customer, even if accepted by Chat 24/7 Live, will be deemed to modify any terms of this Agreement.