This Agreement contains the complete terms and conditions that govern the use of Chatly’s websites, defined as any websites under Chatly’s control, whether partial or otherwise, including but not limited to; chatly.com, and wechatify.com (hereinafter collectively “Chatly Sites”), as well as related products, offerings and services we may offer to you (collectively referred to as the “Services”).
By accessing, visiting, browsing, using or attempting to interact with or use any part of the Chatly sites and/or services or content, you agree that you have read, understand and agree to be bound by this agreement. If you do not agree to be bound by this agreement, do not access or use any part of the Chatly sites or services. Chatly reserves the right, with or without notice, to make changes to this agreement at Chatly’s sole discretion. You should periodically review this page to view the most current terms. Continued use of any part of the Chatly sites and/or services constitutes your acceptance of such changes. The most current version of this agreement, which supersedes all previous versions, can be reviewed by going to http://www.chatly.com/terms-of-use. Users who violate these terms may have their access and use of the Chatly sites and/or services suspended or terminated, at Chatly’s sole discretion.
ACCESS TO CHATLY SITES
To access Chatly’s Services, Chatly Sites or other content, you may be asked to create an account and provide certain registration details or other information. It is a condition of your use of the Chatly Sites that all the information you provide will be correct, current and complete. If Chatly believes the information you provide is not correct, current, or complete, Chatly has the right to deny access to the Chatly Sites, Chatlys Services or to any of its resources, and to terminate or suspend your access at any time. As a condition of your use of the Chatly Sites and Chatly’s Services, you warrant to Chatly that you will not use the Chatly Sites for any purpose that is unlawful or prohibited by these Terms.
The Chatly Sites are intended for use by individuals 15 years of age or older. By using the Chatly Sites, you warrant and represent that you are 15 years or older. You may not use the Chatly Sites or use Chatly’s Services under any circumstances if you are less than 15 years old, and if you are under 18 years of old, you also warrant that you are using the Chatly Sites and/or Chatly’s Services with parental consent.
The Chatly Sites and Services may only be used by individuals interacting with a Brand’s WeChat Property, SMS Marketing, or management of a Brand’s WeChat Property or SMS campaigns.
USE OF CHATLY SITES
Chatly grants you a limited, revocable, nonexclusive license to use the Chatly Sites solely for your own personal purposes only and not for republication, distribution, assignment, sub-license, sale, commercial use, preparation of derivative works, or other use. You agree not to copy the Chatly Sites, reverse engineer or break into the Chatly Sites, or use materials, content or Chatly’s Services in violation of any law. Any use of the Chatly Sites or the materials contained therein, other than as specifically authorized in these Terms, without the prior written permission of Chatly is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring to you, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. Chatly reserves the right, without notice and in its sole discretion, to terminate your license to use the Chatly Sites at any time and to block or prevent your future access to and use of, the Chatly Sites.
By using the Chatly Sites and Chatly Services, you agree to not: post, send, submit, publish, or transmit in connection with the Chatly Sites, or cause to be posted, sent, submitted, published or transmitted, any Submissions or material that you do not have the right to distribute, duplicate, display, upload, send or receive, including any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity); advocate illegal activity, discuss any intent to commit an illegal act or violate any law; post, send, submit, publish or transmit material that is vulgar, obscene, pornographic, or indecent; threaten or abuse others; libel or defame others; post, send, submit, publish or transmit material that is racist, abusive, harassing, threatening or offensive; impersonate or misrepresent your connection to any other entity or person or otherwise manipulate or forge headers or identifiers to disguise the origin of content; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of Content or other material contained in a file that is permissibly uploaded (e.g., copyright, trademark or patent notices); solicit funds, advertisers or sponsors for any purpose; include programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications device; post, send, submit, publish or transmit material that amounts to a pyramid or other like scheme, including contests, chain letters, and surveys; disobey any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of the Chatly Sites or any networks connected to the Chatly Sites; use any device to navigate or search any Chatly Site other than the tools available on the Chatly Sites, generally available third party web browsers, or other tools approved by Chatly; use any data mining, robots or similar data gathering, extraction, insertion, and/or site alteration methods; or attempt to violate the security of any Chatly Sites including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; reverse engineer or decompile any parts of any Chatly Sites; copy or duplicate in any manner any of the Chatly content or information available from any Chatly Sites, other than as permitted by these Terms; join a database or otherwise register interest in a brand or another party; share personal login credentials or passwords with anyone; access data not intended for you or logging into a server or account which you are not authorized to access; post or submit incomplete, false or inaccurate biographical information or other information; solicit passwords or personally identifiable information from other users; delete or alter any material posted by any other person or entity; harass, incite harassment or advocate harassment of any group, company, or individual; send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes promoting and/or advertising products or services to any user, or contact any users that have specifically requested not to be contacted by you; or attempt to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to any Chatly Sites, or overloading Chatly Sites.
Violations of system or network security may result in civil and/or criminal liability. Chatly will investigate occurrences which may involve such violations and may involve and cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
You acknowledge that any materials you upload to the Chatly Sites (“Submissions”) may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations with respect to your Submissions, including any downloaded materials. Notwithstanding these rights, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither Chatly nor any third party that provides content and/or services to Chatly, will assume or have any liability for any action made by Chatly or such third party with respect to any Submission.
USING THE CHATLY SITES
When you use Chatly Sites as an end user, you create a profile, which contains a core set of information about you, which acts as a login authentication to identify you (a “Profile”).
You use your Profile to access our Services, and you add, update and delete information on your Profile as you use the Services. The Services that you choose to use, determines the type of information stored in your Profile.
For example, your Profile will always contain:
your email address;
a password that you set.
- Customer Customizations: Chatly will not be responsible for any defect or failure in the Chatly solution caused by customer customizations.
- Development or Integration Consultant: Any Development/Integration consultant appointed by the customer works exclusively at the customer’s direction and the customer is responsible for any acts or omissions of such development/integration consultants.
- Long Term Storage and Encryption
- Chatly stores all customer content, customer data and related operational data on the Azure Cloud hosting services in Hong Kong and Mainland China
- Chatly encrypts all customer content, customer data at rest
- Chatly backs-up customer content, customer data and related operational data such that Chatly can make a rapid recovery of the Chatly Service in the event of a loss of the primary data within a system
- Chatly encrypts all backups at the same standard as set forth above for long-term storage.
- All backups are currently taken at a daily frequency as well as before any deployment to the Chatly solution
- Chatly will retain all backups for a period of 30 days. Chatly may delete and overwrite all backup files from media thirty days after the end of the retention period unless Chatly is otherwise requested to retain these files, in writing, by the customer or law enforcement.
- Customer data stored withinChatly will be available to the customer until the expiration or termination of the License Term in the same format then available within Chatly.
Customer data and related operational data collected by Chatly will be retained and available to the customer until the expiration or termination of the License Term. Any requests for data exports must be made before the expiration or termination of the License Term.
Customer should request for individual logins for all members using the Chatly platform and is not allowed to share their Chatly logins or access with other members internal or external to the Customer.
SERVICE LEVEL AGREEMENT
Chatly’s minimum uptime percentage obligations are detailed in the Service Level Agreement document that is shared with all customers during the onboarding process.
All support requests should be submitted to the Chatly Account Manager managing the account. Request process and escalation procedures are detailed in the Service Level Agreement document that is shared with all customers during the onboarding process.
SOFTWARE UPDATES AND UPGRADES
During the License Term, upgrades released to Chatly capabilities will be made available for all customers.
- Types of upgrades: From time to time during the License Term, Chatly may implement upgrades to the Chatly platform. Those upgrades may include a customer-specific upgrade, an emergency upgrade necessary for the security of the Chatly platform or to address issues causing Chatly not to meet the minimum uptime percentage (each an ‘Emergency Upgrade’), a minor upgrade ( i.e., a maintenance release or a new minor version change to the Chatly platform for purposes including but not limited to, error correction), or a major upgrade (i.e. a new version of a feature or a new capability for the Chatly platform).
- Upgrade Events Sequence: Chatly product releases without impact to existing customer integrations will be announced through release notifications that go out to designated customer contacts. For product releases that can potentially impact customer integrations, Chatly will made all reasonable efforts to send a notification at least 2 weeks in advance to the designated customer contact and to first install all upgrades to a sandbox environment at a mutually agreed upon time. Chatly performs such installation, customer will work with Chatly to test the implementation in a timely manner and will notify their Chatly Account Manager, of the success of failure of such testing. In the event of successful test results, Chatly will install the upgrade in the production environment at a mutually agreed upon time. In the event of the failure of the upgrade, Chatly will take corrective action if the issue is with Chatly’s software. If the issue is with the customer customizations, Chatly will take reasonable steps to support customer in customer’s efforts to make adjustment to the code underlying customer customizations. Upon successful resolution of any such issues, Chatly will install the upgrade in the production environment as described above.
- Upgrade Timing: Emergency upgrades will be implemented by Chatly as needed. All other upgrades will be implemented by Chatly throughout the License Term following the defined release process. Chatly will notify customer, with as much lead time as possible, of the availability of such upgrades. Unless the upgrade has potential to impact existing customer integrations, Chatly will not wait for customer feedback or approval before the release to the production environment.
- Upgrade Deferrals: A customer cannot elect to defer or decline any upgrade to the Chatly platform.
- ‘Customer Customizations’ means the customizations made to Chatly at the customer’s direction. Customer customizations do not constitute Indemnified Technology. Customer owns customer customizations, subject to Chatly’s underlying intellectual property. Customer acknowledges and agrees that Chatly’s access to customer customizations does not preclude Chatly from independently developing (without use of customer customizations) or acquiring similar technology without obligation to customer.
- ‘Development/Integration Consultant’ means a third-party systems integrator that Customer has authorized to access, test and customize Chatly in both pre-production as well as the production environment.
- ‘Minimum Uptime Percentage’ means the minimum uptime percentage as identified in the Service Level Agreement document shared with the customer during onboarding. Sandbox and staging environments have no guaranteed minimum uptime percentage.
RIGHT TO TERMINATE ACCESS
Chatly reserves the right to monitor use of the Chatly Sites to determine compliance with these Terms, as well as the right to edit, refuse to store, receive, transmit or remove any information, Content or materials, in whole or in part, at its sole discretion. Chatly reserves the right to terminate your access to any or all of the Services at any time without notice for any reason whatsoever.
DISCLOSURE UNDER LAW
Chatly reserves the right at all times to disclose any information or Content as necessary to satisfy any applicable law, regulation, legal process or governmental request.
PERSONALLY IDENTIFIABLE INFORMATION
The Chatly sites and contents are provided on an “as is” Basis. Use of the Chatly sites and contents is at the user’s sole risk. The Chatly sites, their contents, and submissions transmitted by Chatly are provided without any representations, endorsements, or warranties of any kind whatsoever, either express or implied, including, but not limited to, any warranties of title or accuracy and any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, with the sole exception of warranties (if any) which cannot be expressly excluded under applicable law. Chatly also makes no representations, endorsements, or warranties, either express or implied, with respect to any website operated by a third party.
Chatly does not warrant or make any representation regarding use, or the result of use, of any submissions or content in terms of accuracy, reliability, or otherwise. Chatly makes no warranties that your use of the submissions or content will not infringe the rights of others and assumes no liability or responsibility for errors or omissions in such submissions or content.
Chatly does not warrant that the functions or content contained on the site will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. You assume the entire cost of all necessary servicing, repair or correction in the event of any loss or damage arising from the use of this site or its content.
Chatly, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and members will not be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if Chatly has been advised of the possibility of such damages.
In no event will the collective liability of Chatly and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors, regardless of the form of action (whether in contract, tort, or otherwise), exceed the greater of $100 or the amount you have paid to Chatly for the applicable content or service out of which liability arose.
You agree to indemnify and hold Chatly, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, members, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms by you, including any use of Content other than as expressly authorized in these Terms. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.
If you believe that your work has been copied in a way that constitutes copyright infringement, please contact TMG by email at Legal@tmgworldwide.com or by regular mail at:
Attn: Legal Department
500 7th Ave 8th Floor
New York, NY 10018
Chatly makes no claims or representations that the Chatly Site content and Chatly Services may be lawfully viewed or accessed outside of the United States. Access may not be legal by certain persons or in certain countries. If you access any Chatly Site, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Any software downloaded from any Chatly Site is further subject to United States export control laws, and may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or (ii) to any individual or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country, individual, or entity on any such list.
These Terms are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within New York County, NY. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Chatly’s failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect Chatly’s ability to enforce such term at any point in the future. No changes to these Terms shall be made except by a revised posting on this page. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Chatly as a result of this agreement or use of the Chatly Sites. These Terms and any written agreements executed by you, or by your employer and Chatly constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and Chatlywith respect to the Chatly sites.