Promptchat SAAS AND Server License T&Cs

HOSTED AND SELF HOSTED SOFTWARE TERMS AND CONDITIONS

These following Terms and Conditions (these “Terms & Conditions”) are an integral part of the Software or Service Contract (this “Services Agreement”) between Promptchat and Customer. Promptchat shall provide software and services as more fully described herein to Customer for the Promptchat Software.

In consideration of the foregoing, the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Promptchat and Customer agree as follows:

  1. 1.DEFINITIONS

1.1.   Customer means the end-user entity whose authorized agent has ordered Services from Promptchat. Alternatively, Customer means the end-user entity whose authorized agent has registered this Services Agreement at the Promptchat Website.

1.2.   Enhancement means any modification or addition that, when made or added to the Software, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Enhancements may be designated by Promptchat as minor or major, depending on Promptchat’s assessment of their value and of the function added to the preexisting Promptchat Software.

1.3.   Error Correction means either a modification or an addition that, when made or added to the Promptchat Software, establishes material conformity of the Software to the functional specifications, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect on Customer of such nonconformity.

1.4.   Error means any failure of the Software to conform in all material respects to its functional specifications as published from time to time by Promptchat. However, any nonconformity resulting from Customer’s misuse, improper use, alteration, or damage of the Software, or Customer’s combining or merging the Software with any hardware or software not supplied or identified as compatible by Promptchat, shall not be considered an Error.

1.5.   Promptchat Software Support Website means the website designated either within these Terms & Conditions or elsewhere by Promptchat at which Customer may, among other activities, register a Services Agreement, obtain manuals and other technical information, and reviewed Customers software licenses and services portfolio.

1.6.   Releases mean new versions of the Software, which may include both Error Corrections and Enhancements. Such Releases may be either provided either as patches to or complete replacement of the Software.  A “generally available” release is a release which is available to the public at large. Releases do not include new products, optional enhancements or new or add-on products that are priced and sold separately by Promptchat.  Promptchat is the sole determiner of the availability and designation of a Release.

1.7.   Software Maintenance Services Identification Number is the identification and tracking number generated by Promptchat and provided to Customer to allow registration of the Software Maintenance Services Agreement.

1.8.   Software means the Promptchat software product designated by the Customer’s order. Alternatively, Software means the Promptchat software product designated for support under the Software Maintenance Services Identification Number.

  1. 1.SCOPE OF MAINTENANCE SERVICES

2.1.   During the maintenance term, Promptchat shall provide maintenance services in support of the Software. Maintenance Services shall include both technical support services and software releases.

2.2.   Support. Subject to the terms and conditions of this Agreement, Promptchat shall provide Customer with support services as described in this section.

2.2.1.      Support Hours. Promptchat shall maintain standard service hours between 09:00 – 18:00 Monday to Friday, GMT excluding all public holidays.

2.2.2.      Telephone and Skype Support. Promptchat shall provide a support telephone line to respond to support requests. The support telephone line shall be staffed during the hours of 09:00-18:00 GMT Monday to Friday, excluding all public holidays.  The support line is (339) 309 2199 and Skype account is: kornel_kathi.

2.2.3.      E-mail Support. Promptchat shall provide e-mail support between 09:00-18:00 Monday to Friday, GMT, excluding all public holidays. Address:This email address is being protected from spambots. You need JavaScript enabled to view it..”>support@promptchat.com.

2.2.4.      Support requests outside standard service hours. All voicemails and emails will receive a response during the next normal business day. Urgent voicemail requests receive a live response within one hour of the start of the next normal business day.

2.2.5.      Remote Support.  Initial support will be provided in part by directing Customer to use certain diagnostic tools available on the Software.  If this proves insufficient to resolve the support request, if Customer grants explicit permission, and if Customer establishes and maintains the appropriate network configuration, Promptchat personnel will access the Software remotely and provide remote systems via an SSH2 connection to the remote server.

2.3.   Software Releases. As part of its maintenance services, Promptchat may provide periodic Software Releases.

2.3.1.      Maintenance Releases.  Promptchat may provide periodic Maintenance Releases.  Maintenance Releases are generally available release of Software that only provides error corrections. Such a release shall be denoted by a change in the digit to the right of the second decimal point – for example, 3.1.5 to 3.1.11.

2.3.2.      Minor Releases. Promptchat may provide periodic Minor Releases.  A Minor Release is a generally available release of the Software that provides Enhancements designated minor by Promptchat, as well as bug fixes (error corrections).  Such a release shall be denoted by a change in the digit to the right of the first decimal point – for example, 3.2 to 3.3.

2.3.3.      Major Releases. Promptchat guarantees annual Major Releases. Major Releases are generally available releases of the Software that provides Enhancements designated major by Promptchat, as well as minor new Enhancements and Error Corrections.  Such a release is denoted by a change in the digit to the left of the first decimal point – for example, 3.2 to 4.0.

2.4.   Limitations on Scope of Maintenance Services.

2.4.1.      Promptchat shall have no obligation to provide Releases or Support for the Software except as set forth in this Services Agreement. Promptchat shall not have any responsibility to develop subsequent components for the Software or additional processes for Customer, except as explicitly set forth herein.

2.4.2.      Promptchat shall have no obligation to fix errors in the Software within a specific time duration due to the nature of software operating in a multivendor environment.

2.4.3.      Customer rights and obligations concerning the use of any Releases (Error Corrections, Enhancements, or any other programming provided by Promptchat relating to the Software) shall be as provided under the End-User License Agreement between Customer and Promptchat. Promptchat shall have sole and exclusive ownership of all right, title, and interest in and to such works (including ownership of all copyrights and other intellectual property rights pertaining thereto), subject only to the license expressly granted to Customer therein.

2.4.4.      Maintenance Services do not include: (a) development of custom computer programs, (b) repairs or service relating to any third party software or hardware, or (c) hardware modifications or changes to existing hardware configurations, outside the scope of warranty support.

  1. 1.WARRANTIES AND LIMITATIONS OF LIABILITY

3.1.   Limited Maintenance Services Warranty. Promptchat warrants, for a period of thirty (30) days following the performance of the applicable Maintenance Service, that such Maintenance Services was performed in a professional manner and in a manner that was at least equal to applicable industry standards prevailing at the time of performance. Promptchat’s  entire liability and Customer’s exclusive remedy under this limited warranty is, at Promptchat’s option, either (a) return of the Maintenance Fees paid by Customer with respect to the annual maintenance period during which such Maintenance Services were performed; or (b) re-performance of such Maintenance Services in a manner that conforms with the foregoing limited warranty. Any Maintenance Services that are re-performed will be warranted in accordance with the terms and conditions of this Section for the remainder of the original warranty period or thirty (30) days, whichever is longer.

3.2.   Warranty Disclaimer and Limitation of Liability.  CUSTOMER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS & CONDITIONS, PROMPTCHAT HAS NOT MADE ANY REPRESENTATION OR WARRANTY TO CUSTOMER REGARDING THE MAINTENANCE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROMPTCHAT DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY WITH RESPECT TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, DESIGN, CONDITION, DURABILITY, PERFORMANCE, QUALITY, CAPACITY OR TECHNICAL COMPATIBILITY OF THE MAINTENANCE SERVICES OR FITNESS OF THE MAINTENANCE SERVICES FOR A PARTICULAR PURPOSE. CUSTOMER AGREES THAT PROMPTCHAT WILL NOT BE LIABLE FOR EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TO USE THE MAINTENANCE SERVICES WHETHER SUCH DAMAGES ARE BASED UPON CONTRACT, TORT, INTENTIONAL CONDUCT, EQUITY OR PURSUANT TO SOME OTHER THEORY, INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY, WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN TO OR WAS FORESEEABLE BY PROMPTCHAT AND WHETHER SUCH DAMAGES ARE ASSERTED BY CUSTOMER OR SOME OTHER PARTY .

3.3.   CUSTOMER FURTHER ACKNOWLEDGES THAT PROMPTCHAT’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER UNDER ANY LEGAL THEORY (INCLUDING ITS OWN NEGLIGENCE) FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TO USE THE MAINTENANCE SERVICES WILL NOT IN ANY EVENT EXCEED THE LESSER OF (a) THE ACTUAL DAMAGES SUFFERED BY CUSTOMER OR (b) AN AMOUNT EQUAL TO THE MAINTENANCE FEE PAID BY CUSTOMER TO PROMPTCHAT WITH RESPECT TO THE ANNUAL PERIOD DURING WHICH THE APPLICABLE CLAIM FOR DAMAGES FIRST ACCRUED .

3.4.   CUSTOMER ACKNOWLEDGES THAT THE PRICING OF THE MAINTENANCE SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT PROMPTCHAT’S LIABILITY AS PROVIDED HEREIN. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE INTENDED TO LIMIT PROMPTCHAT’S LIABILITY AND WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ANY ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT AND/OR THE MAINTENANCE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FOLLOWING THE ACTION OR EVENT GIVING RISE TO SUCH ACTION, CLAIM OR PROCEEDING.

3.5. CUSTOMER ACKNOWLEDGES THAT ANY CLIENT OF WHITE LABEL CHAT SERVER MAY BE PUBLICISED AS THE USER OF THE PROMPTCHAT SOFTWARE REGARDLESS UNDER WHICH BRAND THE SOFTWARE WAS SOLD.

  1. 1.TERM AND TERMINATION

4.1.   Term. Maintenance Services provided under this Software Agreement shall run from the date of purchase of this Software for the term in years ordered by the Customer.

4.2.   Early Termination.

4.2.1.      Notwithstanding the foregoing, this Agreement may be terminated as follows:

4.2.1.1.            at any time upon written notification of the customer;

4.2.2.      In addition, if Customer is acquired by, merged into, or consolidated with another corporation or organization or sells, transfers, or leases all or a substantial portion of its assets or stock (including any software) to another corporation or other organization which is a direct competitor of Promptchat, Promptchat reserves the right to consider such event as a material and incurable breach of this Agreement and proceed to termination under this Section 4.2. A direct competitor of Promptchat is any entity that markets, sells or develops a product substantially similar to any software of Promptchat.

4.2.3.      Effect of Early Termination. Upon termination or expiration of this Agreement Customer shall pay any and all undisputed sums then owing to Promptchat hereunder within ten (10) business days from the effective date of termination. Upon termination of this Agreement, Customer shall not be entitled to any refund of any payments made by Customer unless explicitly provided for herein.

5.1.   Entirety of Agreement.

5.1.1.      This Software Agreement includes these Terms & Conditions, as well the terms in any acknowledging e-mail if used to deliver the Software Maintenance Services Identification Number for this Services Agreement.  In case of conflict, the terms of these Terms & Conditions will prevail. 

5.1.2.      This Software Agreement represents the parties’ entire agreement with respect to the subject matter of this Agreement and supersedes and replaces any prior agreement or understanding with respect to that subject matter. All prior and all oral representations, warranties and covenants with respect to the subject matter of this Agreement will be deemed to have been merged into and superseded by this Agreement. This Agreement may not be amended or supplemented except pursuant to a written instrument signed by the party against whom such amendment or supplement is to be enforced. This Agreement will prevail over any additional, conflicting or inconsistent terms and conditions which may appear on any purchase order, confirmation or other similar document sent or delivered by a party to this Agreement.

5.2.   Survival.  The respective rights and obligations of Promptchat and Customer under the provisions of Sections 3, 4 and 5 shall survive termination of this Agreement.

5.3.   Governing Law/Arbitration. The laws of England and Wales, excluding its choice of law provisions, will govern the formation, interpretation, and performance of this Agreement.

5.4.    Notices. All notices, demands, requests or other communications that may be or are required to be given, served or sent by either party to the other party pursuant to this Agreement will be in writing and will be emailed.

Support and SW Maintenance fees: White Label Chat Server: US$ 250 / month ~ Promptchat Chat Center: US$ 150 / month

Technical support and Software Maintenance fees are payable monthly via PayPal subscription.