ChatGrape – Terms of Service, April 2015 Of Service
GENERAL TERMS AND CONDITIONS
FOR THE PRODUCTS AND SERVICES
OFFERED BY UBERGRAPE
We, the team of ChatGrape GmbH, Lange Gasse 76/18, 1080 Vienna, Austria (“ChatGrape”), are pleased to see you being interested in our products and we are confident that the ChatGrape.com platform matches your interests perfectly.
Please read the following T&C carefully before you make use of our services. These are our relevant general terms and conditions regarding our website, and its services, functions, content and applications.
ChatGrape operates an interactive online platform aiming to create new opportunities for people who want to communicate efficiently.
In order to be able to use the ChatGrape’s products and services, a one-time registration is required (see Section 4, below). However, certain content including general descriptions of ChatGrape can be viewed without registration.
ChatGrape’s goal is to provide your company data at your fingertips.
Your company data is very important to us. By accepting these T&C, you confirm that you are solely responsible for your company data.
The “Customer” shall mean the entity or person invoiced by ChatGrape for use of the Service, and “You” or “User” shall mean a unique User of the Service whether a Customer or not (as defined by unique URL, IP address or other unique identification).
“Service” shall mean the ChatGrape service and the website (www.chatgrape.com) including, without limitation, all content such as text, information, images, applications, templates software and other information, services and materials.
ChatGrape offers the interactive ChatGrape.com platform on the basis of these T&C. By registering, the User consents to the validity of these T&C and any agreements incorporated therein by reference.
Neither the registration nor the use of the complete spectrum of products and services shall be possible without explicit consent to these T&C.
These T&C shall apply to all points of access, including (sub-)domains mobile and desktop applications for ChatGrape’s Service. In particular, the ChatGrape online offering will be accessible via the following domain: www.chatgrape.com.
These T&C shall be valid until cancelled in the currently valid version as of April 21, 2015.
Solely the English version of these T&C is binding.
ChatGrape will send newsletters to its Users. By accepting these T&C, the User allows ChatGrape to send newsletters. The User can opt out of receiving a newsletter each time such newsletter is received. Upon opting out, the User will not receive any further newsletters from ChatGrape.
In order to be able to use the ChatGrape.com platform, a one-time, free registration is required. ChatGrape offers Users two options of registering on the ChatGrape.com platform:
a free sevice plan, where only basic options and features are made available to a limited number of Users;
a paid service plan, with all options and features made available to an unlimited number of Users (the “Premium Account”).
Only persons legally capable to enter into agreements on their own behalf shall be permitted to register with ChatGrape. Minors may only register with ChatGrape subject to the explicit consent of their parents or legal guardians. A scanned copy of such written consent shall be sent by email to firstname.lastname@example.org.
By registering, the User confirms its knowledge and the unlimited recognition of the content of these T&C.
Each User shall register with ChatGrape only once, and confirms with its registration that it has not registered an account with ChatGrape before and has not deleted a previously activated User account.
Subject at all times to Section 14 hereof, Access to the Service is available at https://ChatGrape.com. ChatGrape supports both full and mobile webpage formats. Upon entering into a contract with the Customer or User, ChatGrape will provide the Customer or User with a Username and password for accessing the Service.
Following successful registration, the User can log on to the ChatGrape.com platform by entering its Username and the password.
If the registration process is not completed, e.g., as a result of missing personal details or the lack of consent to these T&C, ChatGrape will delete the corresponding account within a period of seven days.
ChatGrape reserves the right to reject Users without giving reasons. In this event, any transmitted details will be deleted promptly.
ChatGrape is not responsible for the actual identity of the User, since personal identification via the internet is possible only to a limited extent. Each User shall itself confirm the identity of other Users prior to entering into any form of interaction with such Users, e.g., adding as a friend or by writing messages.
At the time of entering into this Agreement, the Customer or User is granted a non-exclusive, non-transferable, worldwide right to use the Service, solely for Customer’s or User’s own internal business purposes, subject to this Agreement. All rights not expressly granted to You are reserved by ChatGrape.
The right of use is at all times conditioned on compliance with the terms of this Agreement, and for Customer, prompt and timely payment regarding the Service.
The Service may not be used in any way that is illegal or promotes illegal activities or in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or is otherwise indecent.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet “links” to the Service or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) use the Service, including the content, our intellectual property rights, ChatGrape technology and our trademarks and service marks for any commercial purposes (i.e. soliciting customers, resale, etc.) without our prior written consent.
You must protect your account from unauthorized and fraudulent use. Please notify us immediately by email at email@example.com of any unauthorized or fraudulent use of your account, or if you suspect that your account may be at risk.
ChatGrape will not refund any amounts paid by you to ChatGrape.com before you report an unauthorized or fraudulent use of your account.
ChatGrape.com has the right to close or cancel the account of any registered User in the event of any unauthorized or fraudulent use of the account.
Promotions and Free Offers. ChatGrape.com may run promotions and free offers, which may be subject to additional terms or restrictions. These promotions and offers may not be transferred between Users.
Payment for Services under a Premium Account shall be at prices and under terms stated on the ChatGrape website, or as otherwise stated or quoted by ChatGrape from time to time. All prices are exclusive of taxes (VAT or otherwise), which may or may not be added to the price, depending on applicable law and the legal residence of the Customer.
ChatGrape is entitled to adjust the prices, functionality and number of Users for the Service from time to time. Adjusted prices shall take effect upon any subsequent term of the Service.
Payment shall be made automatically by charges assessed against the Customer’s credit card or by other designated payment method, as noted on the ChatGrape website, or as otherwise instructed by ChatGrape from time to time.
In case of non-payment for any reason or any violation of these Terms and Conditions, ChatGrape shall be entitled – without liability – to immediately bar Customer’s access to the Service and bar access to the service plan in question, and to terminate Customer’s account.
In case of termination of account, ChatGrape reserves the right to impose a reconnection fee in the event Customer requests to resume access to the Service. Customer agrees and acknowledges that ChatGrape has no obligation to retain Uploaded data and that such Uploaded data may be irretrievably deleted if the account is 30 days or more delinquent.
ChatGrape Premium Accounts are pre-paid and are non refundable. CHATGRAPE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OF USE OF THE SERVICE.
You may cancel your Premium Account at anytime, which will be effective immediately. If you wish to cancel your Premium Account you may do so via your “Account” page, or otherwise as instructed. Should you elect to cancel your Premium Account, please note that you will not be issued a refund for any charged and paid fees. It is your responsibility to keep your contact and payment information current. You explicitly authorize ChatGrape to continue billing your credit card on file with us for as long as you continue using the Service, and in the event that your credit card is invalid for payment for any reason, then you remain responsible for any uncollected amounts.
This Agreement shall commence on the date of availability of the Services and will remain in effect for an initial term of contract as stipulated online at the ChatGrape website (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at the then current fees, if applicable, unless Customer specifically terminates the Services online on ChatGrape’s website.
If either party is in material breach of this Agreement, the other party is entitled to terminate this Agreement for cause after having given the breaching party a written notice of no less than ten (10) days, if the breaching party has not remedied the breach to the satisfaction of the other party.
For the avoidance of doubt, any termination by either of the parties or the expiry of the term of this Agreement shall only have effect for the future, and shall have no retroactive effects. Notwithstanding the above, the rights and obligations in Sections 5, 7, 8, 13,15,16 and 17 shall stay in full force and effect after said expiry or termination of this Agreement.
You agree and acknowledge that ChatGrape has no obligation to retain the Uploaded data, and may delete such Uploaded data without prior notice (i) if You have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within ten (10) days’ notice of such breach or (ii) upon termination of this Agreement for any reason. If the Customer and/or User require ChatGrape to assist in restoring Uploaded data that has been deleted, if such recovery is possible, ChatGrape will be entitled to request payment, at ChatGrape’s standard rates, for such work.
Application of Consumer Laws. If you as a User are registered on the ChatGrape.com platform for a purpose that is not related to either your commercial or professional freelance activity, the following provisions apply to you as a consumer within the meaning of Section 1 of the Austrian Consumer Protection Act (Konsumentenschutzgesetz; KSchG):
Right of Withdrawal from Contract. You may cancel your agreement with ChatGrape in writing, e.g., by letter or email, within 14 days from the date on which the agreement was entered into. You can cancel the agreement by sending your notification to:
Lange Gasse 76/18
Consequences of Cancellation. In the event of cancellation, any benefits received by one party from the other must be returned, and any economic advantages gained must be repaid. If You are not able to return the services rendered to ChatGrape in full or in part, You are obligated to reimburse ChatGrape for the value lost. This may mean that you are required to fulfill your payment obligations until cancellation has become effective. Obligations to reimburse costs must be fulfilled within 30 days. For you, this period begins when you send your contract termination, for us when we receive it.
Each User of the ChatGrape.com platform must
truthfully provide, and keep current and complete, its registration details, and must not pass on such details to third parties;
only save, publish, transmit and distribute such content, e.g., photos, pictures, text, representations or videos, if the User is authorized to pass on such content, i.e., (i) if the User has the exclusive right to use such content or, (ii) in the event that the User is not the owner of such rights with respect to content provided by it, if the User guarantees to ChatGrape that all required rights, licenses, permits etc. have been validly obtained. This shall also apply to content subject to intellectual property rights, such as trade names and trademarks. The User shall be exclusively responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual ownership or right to use any and all uploaded data the it submits;
not save, publish, transmit or distribute any content that is racist, insulting, discriminating, denunciating, sexual, glorifies violence or is otherwise illegal;
not send chain letters or messages to more than one recipient at any one time, i.e., the User must not send mass emails or spam;
not carry out any disrupting interferences in the ChatgGrape network by use of technical or electronic aids, such as hacking attempts, brute force-attacks, planting of viruses/worms/trojans and other disrupting attempts regarding ChatGrape’s software or hardware;
not copy, distribute, transmit or collect by use of technical aids, e.g., by crawlers or bots, accessible details without the consent of the respective owner;
provide prompt notice via email to firstname.lastname@example.org of any detected breaches of the in this Section 10 mentioned obligations;
abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data;
diligently care for the personal details and dot allow third persons access to its own details;
be responsible for abiding by any and all internal policies, procedures and regulations, which are required, by User’s employer and/or the applicable administrators of User’s account;
report to ChatGrape immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or other Users to violate this Agreement or the intellectual property rights of third parties;
warrant that User has not falsely identified itsself nor provided any false information to gain access to the Service and that Your billing information is correct; and
regularly save important personal details externally, e.g., on an external storage medium, hard drive or in the cloud. ChatGrape shall not be responsible for any lost or impaired details.
For premium accounts, the administrator shall have control over all applicable uploaded data submitted to the Service, and all uploaded data will be deemed to be owned by and the property of the applicable employer. Upon request by the applicable administrator, ChatGrape may remove, modify, edit or otherwise alter any applicable Uploaded data
In order to ensure the proper and reliable provision of services, ChatGrape imposes the following sanctions upon breach obligations by a User:
The type of sanction shall depend on the purpose, impact and type of the breach in light of ChatGrape’s and the User’s interests.
In the event a User account shall be cancelled in accordance with this Section 11, the respective User shall not be permitted to register again.
User is fully liable, if any uploaded data is infringing upon third party rights, and accordingly agrees to indemnify ChatGrape for all claims and losses related to such infringement and/or illegality.
ChatGrape permits its registered Users to use the offered portfolio of products and services in accordance with statutory law and these T&C, in order to upload, save, publish, distribute, transmit and share content with other Users.
The User consents that as a result of the automatic evaluation of the way such User uses the platform, it may be exposed to certain offers and/or marketing messages tailored to such User.
The User consents that marketing measures may also be taken in the proximity of content created by such User.
ChatGrape shall have the right to save content or disclose such content to third parties, to the extent this is required by law, or legally permissible and reasonably necessary, in order to
comply with statutory law, or court or administrative orders;
ensure compliance with these T&C;
react to claims of breaches of law raised by third parties; or
safeguard the rights, property or personal safety of ChatGrape, its Users and the general public.
The User grants ChatGrape the irrevocable, free, non-exclusive and unlimited right to use all content generated, transmitted, saved and published by such User. Accordingly, ChatGrape shall have the right to use, irrespective of the type of usage, all content both as part of the ChatGrape platform and any other activity of ChatGrape or any company affiliated with ChatGrape. This shall include the right to change and edit such content, unless such changes or edits impair material interests of the User. In this connection, the User waives, to the extent legally permissible, all intellectual property rights. However, to the extent feasible, in the event that ChatGrape uses content created by a User outside the ChatGrape platform, ChatGrape shall note that such content was created by the User. ChatGrape itself will not sell to third parties or otherwise commercially exploit such content.
ChatGrape does not claim ownership of any content created by Users and will not supervise such content.
ChatGrape reserves the right to delete content created by Users. In this event, the User shall be notified and, in the event of a breach of these T&C, may be sanctioned in accordance with Section 11.
ChatGrape alone (and its successor or assigns, or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the ChatGrape technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, ChatGrape technology, or intellectual property rights. The ChatGrape and ChatGrape names, the ChatGrape logo, and the product names associated with the Service are trademarks of ChatGrape or its affiliated companies, and no right or license is granted to use them.
All copyrights and/or other intellectual property rights, title and interests in a) software on which the Service is based and made available to the Customer and/or User, b) source codes or other software components of the Service, c) content of the website ChatGrape.com and the Service including text and graphics, excluding uploaded data, d) trademarks, names etc. are the sole property of ChatGrape and its affiliated companies, and/or third parties having granted ChatGrape license for its use, and the Customer and/or User shall gain no rights to said intellectual property rights other than the limited right of use as stipulated in this Agreement.
The Customer and/or User shall not reproduce or redistribute any software, content or trademarks, intellectual property in any form, except as allowed in this Agreement.
The Customer and/or User retain all intellectual property rights to uploaded data stored by such Customer and/or User on the Service
ChatGrape does not represent or warrant that the ChatGrape.com platform will be available at all times, or that it and the necessary hardware and software will be completely free from errors.
ChatGrape does not represent or warrant that the transmission of data via other systems, in particular the internet and telecommunication networks, is not tracked, recorded or distorted by third parties.
The User uses the ChatGrape offering exclusively at its own risk. This applies, without limitation, to
ChatGrape shall be liable as currently provided by law, regardless of the statutory basis of such liability (precontractual, contractual, tort) only if ChatGrape has caused a certain damage willfully or with gross negligence. In the event of slight negligence, ChatGrape shall not be liable to other businesses and shall be liable to consumers only for personal damages. ChatGrape shall not be liable to businesses for follow-on damages, mere pecuniary losses, lost profits or damages resulting from claims of third parties.
Unless required by statutory law, neither ChatGrape nor any of its business affiliates shall be liable for damages resulting from the use of content made accessible through the use of the online platform or other forms of use of the online platform. This also applies to damages resulting from errors, problems, viruses or loss of data.
ChatGrape shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any uploaded data.
ChatGrape.com assumes no liability for downloaded material or material obtained as a consequence of using the ChatGrape.com platform. The User is solely responsible for any damages caused by such materials to his computer system or for information that is lost as a consequence of downloading materials from the ChatGrape.com platform.
The User is exclusively liable for any claims of lawsuits of any kind in any way derived from or related to conflicts with other Users. The User acknowledges and accepts that ChatGrape.com will not, under any circumstances, be liable for the acts and omissions of other Users, including the damages associated with such acts or omissions.
The User shall indemnify ChatGrape for all claims raised by third parties as a result of an infringement of their rights by the User in connection with content uploaded to the ChatGrape.com platform by such User or as a result of any other usage by such User of software available from ChatGrape. The User shall bear the costs of any legal proceedings, in which ChatGrape may be involved in connection with such claims, including all court costs and attorney’s fees to the extent permitted by law, unless the User was not at fault in causing such infringement.
In the event that a claim is brought by a third party, the User shall promptly, truthfully and completely make available to ChatGrape all information available to such User that may be necessary to verify such claim and defend against it. Any additional claims for damages that ChatGrape may be entitled to bring against the User shall not be affected.
Neither Party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a Party.
Unless expressly authorized in writing by the other Party, neither Party shall disclose to any third party any Confidential Information of the other Party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement.
Confidential Information means any non-public information and/or materials provided by a Party under this Agreement to the other Party and reasonably understood to be confidential, but shall not include Uploaded data.
The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of the receiving Party, (ii) is already lawfully in the receiving Party’s possession and not subject to a confidentiality obligation to the disclosing Party, (iii) becomes known to the receiving Party from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving Party supplies disclosing Party with timely notice of such court order or subpoena.
Furthermore, Customer and User will keep in confidence all passwords and/or other access information related to the Services. Customer and User acknowledge that ChatGrape and its licensors retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by ChatGrape hereunder.
ChatGrape reserves the right to amend these T&C from time to time for a number of reasons including, without limitation, for commercial reasons, to comply with applicable law or regulations, or for customer service-reasons. At any time, the then-current version of these T&C is available for viewing on the ChatGrape.com platform.
Changes to these T&C, other than changes to Section 3 require the consent of the respective User, to whom the changed T&C shall apply. If ChatGrape intends to implement such changes to these T&C, ChatGrape will give the User as much prior notice of such changes as possible. Such notice shall be made (i) via email to the email address the User previously supplied, (ii) on the relevant pages of the ChatGrape.com platform, or (iii) on any other device through which the User accesses the ChatGrape services. We may invite the User to accept the new T&C by clicking “yes” or “I accept”, checking a “tick box” or any other similar method of confirmation. Any such modifications will take effect within thirty days of publication.
In the event that the User does not consent to the changed T&C, it shall not be permitted to any further use of the ChatGrape.com platform.
Following amendment of the T&C, the continued use of ChatGrape’s offering following the notification or, as the case may be, expiration of such thirty days-period, by any registered User shall be deemed User’s consent to the amended T&C.
Subject to Sections 20.1 to 20.4, any changes to these T&C must be made in writing. No ancillary oral arrangements exist.
In the event that individual provisions of these T&C shall be or become invalid, all other terms and conditions shall remain in full force and effect.
Governing Law and Jurisdiction.
These T&C and all contractual relations and litigation between the Users and ChatGrape shall be governed by Austrian law, excluding the conflict of law-provisions of the United Nations Convention on Contracts for the International Sale of Goods.
Place of delivery and exclusive court of jurisdiction shall be Vienna, Austria.