Legal Disclaimer
WhatsGPT Business (hereinafter referred to as "WhatsGPT") is a product of UVX Technologies FZE (hereinafter referred to as "UVX" "we," "us," or "our"). These terms apply to any of our Cloud or Self-Hosted plans, i.e. Starter, Professional, and Enterprise.
1. License and support
1.1 Subject to the terms and conditions of this Agreement, WhatsGPT hereby grants to Customer and its Affiliates (as defined below) a limited, non-exclusive, non-transferable, non-sublicensable license for Customer's and its Affiliates' employees and contractors to (1) internally (a) use and display the WhatsGPT software at the tier level selected by Customer (or set forth on an Order form or a Quote (as defined below), if applicable) with the specifications generally promulgated by WhatsGPT from time to time (the "Software"), solely (i) for its internal use in connection with Customer's and/or its Affiliates' business operations, and (ii) at the level of usage for which Customer has paid WhatsGPT; and (b) use the documentation, training materials or other materials supplied by WhatsGPT (the "Other WhatsGPT Materials"). Customer agrees not to modify, reverse engineer, decompile, or attempt to derive the source code of the Software. The Software and Other WhatsGPT Materials are collectively referred to herein as the "Licensed Materials." "Affiliate" means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where "control" means the ownership of more than 50% of the voting securities in such entity. "User" means each individual end-user (person or machine) of Customer and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to the Licensed Materials hereunder.
1.2 Subject to the terms hereof, WhatsGPT will provide reasonable support to Customer for the Licensed Materials as set forth on the 'Features' page, for the support plan selected and paid for by Customer. Notwithstanding anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from WhatsGPT's service engineers regarding any support issue or request (including without limitation, failure to make backups of Customer's Licensed Materials) (each, a "Support Issue"), WhatsGPT may terminate its support obligations to Customer with respect to such Support Issue upon fifteen (15) days' written notice if Customer does not cure such noncompliance within the notice period.
1.3 WhatsGPT will use reasonable commercial efforts to respond to support questions by email or in-app chat. The number of support questions is not limited.
2. Restrictions and responsibilities
2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other WhatsGPT software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates' own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of WhatsGPT, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or "spam" message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).
2.2 Customer will cooperate with WhatsGPT in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as WhatsGPT may reasonably request. Customer will also cooperate with WhatsGPT in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due WhatsGPT under this Agreement (collectively, the "Customer Records"). WhatsGPT may, at its sole expense, upon 30 days' prior written notice to Customer and during Customer's normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to WhatsGPT plus late fees pursuant to Section 5.2. WhatsGPT shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay WhatsGPT for the reasonable costs of the audit.
2.3 Customer will be responsible for maintaining the security of Customer's account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer's knowledge or consent.
3. Confidentiality
3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Without limiting the foregoing, the Licensed Materials are WhatsGPT's Proprietary Information.
3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, WhatsGPT may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Licensed Materials' performance and Customer's usage of the Licensed Materials; provided that WhatsGPT will not identify Customer as the source of any such data without Customer's prior written consent. For the avoidance of doubt, use of a third party to host the data collected shall not be deemed a disclosure.
3.3 Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of Sections 1.1, 2.1 or 3.2 of this Agreement and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.
3.4 Both parties will have the right to disclose the existence of the relationship between the parties, but not the terms and conditions of this Agreement, unless such disclosure of the Agreement terms is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
4. Intellectual property rights
4.1 Except as expressly set forth herein, WhatsGPT alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Licensed Materials and any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by Customer, its Affiliates or any third party relating to the Licensed Materials, which are hereby assigned to WhatsGPT. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Licensed Materials, or any intellectual property rights.
4.2 Customer shall not remove, alter or obscure any of WhatsGPT's (or its licensors') copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of WhatsGPT's (or its licensors') ownership or contribution from the Licensed Materials. Additionally, Customer agrees to reproduce and include WhatsGPT's (and its licensors') proprietary and copyright notices on any copies of the Licensed Materials, or on any portion thereof, including reproduction of the copyright notice. Notwithstanding anything to the contrary herein, certain components of the Licensed Materials, including without limitation, any component of the Licensed Materials distributed by WhatsGPT as part of any community edition, are licensed by third parties pursuant to the terms of certain third party licenses described in such source code annotations.
4.3 Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all software, information, content and data provided by or on behalf of Customer or made available or otherwise distributed through use of the Licensed Materials ("Content") and the intellectual property rights with respect to that Content, up to the extent of what the system shows in front of them.
4.4 If WhatsGPT receives any notice or claim that any Content, or Customer's activities hereunder (including without limitation, with respect to any Content), infringes or violates the rights of a third party or any applicable law or regulation (a "Claim"), Customer will indemnify, defend and hold WhatsGPT harmless from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. The immediately foregoing indemnity obligations are expressly conditioned on WhatsGPT providing Customer with prompt notice of, and reasonable cooperation and sole control over the defense and/or settlement of the applicable Claim. Subject to the foregoing, WhatsGPT may participate in the defense and/or settlement of any applicable Claim with counsel of its choosing at its own expense.
5. Payment of fees
5.1 Customer will pay WhatsGPT the then applicable fees described in the Order Form or Quote for the Licensed Materials in accordance with the terms therein (the "Fees"). If Customer's use of the Licensed Materials exceeds the Service Capacity set forth on the Order Form or Quote or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. WhatsGPT reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that WhatsGPT has billed Customer incorrectly, Customer must contact WhatsGPT no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.
5.2 WhatsGPT may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by WhatsGPT according to the payment terms specified in the invoice. Unpaid amounts are subject to a late payment fine of 20% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with the Licenses Materials other than U.S. taxes based on WhatsGPT's net income.
5.3 Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, GST, use or withholding taxes, assessable by any jurisdiction whatsoever in relation to your purchases under this Agreement (collectively, the "Taxes"). You are solely responsible for paying all Taxes associated with your purchases hereunder. If we have a legal obligation to pay or collect Taxes for which you are responsible for under this Clause 5.3, we shall invoice you and you shall pay that amount to us unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We shall calculate applicable Taxes based on your billing address as detailed on the relevant Order Form or Quote (it is your duty to inform us if Taxes should be assessed on a different address). You shall promptly notify us of any changes to any of your addresses specified in an Order Form or Quote. Taxes shall not be deducted from or set-off against the fees in the applicable Order Form or Quote.
5.4 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form or Quote, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination with at least thirty (30) days notice.
6. Termination
6.1 This Agreement shall continue until terminated in accordance with this Section 6. Either party may terminate this Agreement upon 30 days' written notice to the other party hereto in the event that Customer has no then-current subscription with respect to the Licensed Materials.
6.2 Customer may terminate this Agreement at any time upon written notice to WhatsGPT, with or without reason. Either party may terminate this Agreement immediately upon 30 days' written notice to the other party in the event of any material breach of this Agreement (including without limitation, any breach of Section 2.2 and/or failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period.
6.3 Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business without a successor.
6.4 Customer's rights to the Licensed Materials, and any licenses granted hereunder, shall terminate upon any termination of this Agreement. WhatsGPT will not provide any refunds for any pre-paid Fees upon termination of this Agreement for any reason. The following Sections will survive any termination of this Agreement: 2 through 6 (except for Section 4.3), and 8 through 11.
7. Warranty; Customer Software Security
WhatsGPT represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, and (ii) it will not knowingly include, in any WhatsGPT software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, WhatsGPT fails to comply with the warranty in this Section, Customer may promptly notify WhatsGPT in writing of any such noncompliance. WhatsGPT will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.
8. Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED MATERIALS, SOFTWARE AND WhatsGPT PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. WhatsGPT AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY TERMS, PHRASES, OR DESCRIPTIONS USED IN WhatsGPT'S MARKETING MATERIALS, INCLUDING BUT NOT LIMITED TO "AI EMPLOYEE," ARE USED FOR ILLUSTRATIVE PURPOSES ONLY AND ARE BASED ON WhatsGPT'S OWN DEFINITIONS AND INTERPRETATIONS. WhatsGPT SHALL NOT BE HELD RESPONSIBLE FOR ANY CUSTOMER'S MISUNDERSTANDING, MISINTERPRETATION, OR EXPECTATIONS ARISING FROM THESE MARKETING TERMS. CUSTOMER AGREES THAT THEY HAVE INDEPENDENTLY EVALUATED THE LICENSED MATERIALS AND ARE NOT RELYING SOLELY ON WhatsGPT'S MARKETING DESCRIPTIONS IN ENTERING INTO THIS AGREEMENT.
9. Limitation of liability
Neither party will be liable for indirect, punitive, incidental, special, or consequential damages. Total liability is limited to the greater of $1,000 or fees paid to WhatsGPT in one year period.