1. The Service

1.1 Service Overview

ChatPerk offers a cloud-based AI service for customer support, sales, and user engagement (the "Service"). Any content or data provided or configured by the Customer, including uploads or customizations, is considered a "User Submission." Customers are responsible for all User Submissions. Additional details regarding ownership are outlined in Section 8.2. The Service may include templates, scripts, and other materials to assist in usage ("ChatPerk Content"). Customers will not have access to the underlying code or software of the Service.

1.2 Subscriptions

Subject to this Agreement, the Customer can subscribe to, access, and use the Service as specified in one or more ordering screens agreed upon by the parties through ChatPerk’s website or service portal. All subscriptions are for the period described in the applicable order (“Subscription Period”). Use of and access to the Service is allowed only for authorized individuals within the Customer’s organization and solely for internal business purposes, not for any third party’s benefit (“Users”).

1.3 Ownership

PerkHub FZCO owns the Service, software, ChatPerk content, and anything else provided by ChatPerk to the Customer (collectively, the "ChatPerk Materials"). PerkHub FZCO retains all rights, title, and interest (including intellectual property rights) in the ChatPerk Materials, any related technology, and any updates, enhancements, or modifications. No implied licenses are granted under this Agreement, and any rights not expressly given to the Customer are reserved by PerkHub FZCO.

1.4 Permissions

The Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is the Customer's sole responsibility to manage all Permissions. ChatPerk has no responsibility for managing Permissions set by the Customer and its Users. The Customer may extend access to the Service to its affiliates, but all rights and obligations under this Agreement extend to those affiliates as well. The Customer will be fully responsible for any breaches by affiliates and must ensure they comply with this Agreement.

2. Restrictions

2.1 Customer Responsibilities

The Customer is responsible for all activity conducted under its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities within the Service. The Customer must ensure its Users understand and comply with the terms of this Agreement and is liable for any breaches by Users.

2.2 Usage Restrictions

The Customer agrees not to, and will not allow Users or third parties to:

1. Modify, copy, or create derivative works based on the Service;
2. Reverse engineer, decompile, or attempt to discover the Service’s source code, except as permitted by law;
3. Sell, lease, or commercially exploit the Service;
4. Remove any proprietary notices from the Service;
5. Use the Service in violation of laws or regulations;
6. Attempt unauthorized access to, or disrupt, the Service;
7. Use the Service for the benefit of competitors of ChatPerk;
8. Test the Service’s vulnerabilities without written authorization.

If the Customer’s use of the Service poses a risk to ChatPerk or compromises the security or integrity of the Service, PerkHub FZCO reserves the right to suspend access, providing reasonable notice to resolve the issue.

2.3 API Access

ChatPerk may provide API access as part of the Service. PerkHub FZCO reserves the right to set and enforce usage limits on API access. The Customer agrees to comply with any such limitations, and PerkHub FZCO may suspend or terminate API access at its discretion.

3. Third-Party Services

The Service may integrate with or provide access to third-party products or services not controlled by ChatPerk (“Third-Party Services”). The Customer is responsible for managing any such integrations, including providing necessary login credentials. ChatPerk does not endorse or guarantee the functionality or security of Third-Party Services, and the Customer’s use of these services is at its own risk. PerkHub FZCO disclaims all liability related to Third-Party Services and encourages the Customer to direct any warranty claims to the third-party providers.

4. Financial Terms

4.1 Fees

Access to the Service is subject to the payment of fees outlined in the applicable order (“Fees”). Fees are charged in the currency specified in the order or, if none is specified, in U.S. dollars. Payment obligations are non-cancellable, and, except as expressly provided in this Agreement, Fees are non-refundable. PerkHub FZCO reserves the right to adjust its fees or introduce new fees, with prior notice to the Customer. If the Customer does not agree with the revised fees, they may choose not to renew their subscription.

4.2 Payment

PerkHub FZCO, or a designated third-party payment processor (“Payment Processor”), will bill the Customer for the Fees using the payment method provided (credit card, ACH, etc.). The Customer is responsible for ensuring their payment information is accurate and up-to-date. Failure to provide accurate payment information may result in suspension of the Service. Payments processed through third-party Payment Processors are subject to their terms and conditions. PerkHub FZCO is not responsible for errors or fees associated with payment processors.

4.3 Taxes

All Fees exclude any applicable taxes, levies, or duties imposed by any government entity (“Taxes”). The Customer is responsible for paying all applicable Taxes associated with the Service. If PerkHub FZCO is required to collect Taxes on behalf of the Customer, they will invoice for such Taxes unless the Customer provides a valid exemption certificate. PerkHub FZCO is responsible only for its own income and employment-related taxes.

4.4 Failure to Pay

If the Customer fails to pay any Fees when due, PerkHub FZCO may suspend access to the Service until the outstanding amounts are paid. The Customer authorizes ChatPerk to charge any outstanding Fees to their designated payment method. If the Customer disputes a payment, they must notify PerkHub FZCO within sixty (60) days from the date of the disputed charge for an adjustment or credit.

5. Term and Termination

5.1 Term and Renewals

Subscriptions to access and use the ChatPerk Service commence on the start date specified in the applicable order (“Subscription Start Date”) and continue for the duration specified in the order (“Subscription Period”). Unless otherwise stated in the order, subscriptions will automatically renew at the end of each Subscription Period unless the Customer notifies PerkHub FZCO of non-renewal through the Service or via email. This Agreement remains effective for the duration of any Subscription Period or as long as the Customer is using the Service.

5.2 Termination

Either party may terminate this Agreement for cause with written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days. PerkHub FZCO may also terminate free access at any time with notice.

5.3 Effect of Termination

If the Customer terminates this Agreement due to an uncured breach by PerkHub FZCO, ChatPerk will refund any unused prepaid Fees for the remainder of the Subscription Period. If PerkHub FZCO terminates the Agreement due to the Customer’s breach, the Customer must pay any unpaid Fees for the remaining Subscription Period. Upon termination, the Customer will lose access to the Service, and ChatPerk will delete all User Information and User Submissions within thirty (30) days, unless earlier deletion is requested.

5.4 Survival

Sections related to ownership, confidentiality, third-party services, financial terms, and limitations of liability will survive any termination or expiration of this Agreement.

6. Warranties and Disclaimers

6.1 Customer Warranties

The Customer represents and warrants that their use of the Service and all User Submissions comply with applicable laws, rules, and regulations.

6.2 Warranty Disclaimer

Except as expressly provided, the ChatPerk Service and all related materials are provided "as is" without any warranties of any kind, whether express or implied. PerkHub FZCO disclaims all warranties of merchantability, fitness for a particular purpose, and non-infringement. PerkHub FZCO does not guarantee that the Service will be uninterrupted, error-free, or secure.

7. Limitation of Liability

In no event will PerkHub FZCO be liable for any indirect, special, incidental, or consequential damages (including lost profits, business interruption, or data loss) arising from the use or inability to use the Service. PerkHub FZCO’s total liability for any claim under this Agreement will not exceed the total Fees paid by the Customer during the twelve (12) months prior to the claim.

8. Confidentiality

8.1 Definition of Confidential Information

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may share confidential business, technical, or financial information that is considered confidential due to its nature and the context of its disclosure ("Confidential Information"). For PerkHub FZCO, this includes any non-public information about the Service, features, and performance. For Customers, Confidential Information includes User Information and User Submissions. Confidential Information does not include information that:

1. Becomes publicly available without breaching any duty;
2. Was known to the Receiving Party before disclosure without breaching any duty;
3. Is received from a third party without breaching any duty;
4. Is independently developed without use of the Disclosing Party's Confidential Information.

8.2 Protection and Use of Confidential Information

The Receiving Party agrees to:

1. Protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care;
2. Restrict access to Confidential Information to employees, contractors, or agents who need to know it and are bound by confidentiality obligations;
3. Not disclose Confidential Information to any third party without the Disclosing Party’s written consent, except as required by law;
4. Use the Confidential Information solely for fulfilling its obligations under this Agreement.
5. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may share confidential business, technical, or financial information that is considered confidential due to its nature and the context of its disclosure ("Confidential Information"). For PerkHub FZCO, this includes any non-public information about the Service, features, and performance. For Customers, Confidential Information includes User Information and User Submissions. Confidential Information does not include information that:

8.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information, it will notify the Disclosing Party in advance (if permitted by law) and provide assistance (at the Disclosing Party’s expense) if the Disclosing Party wishes to contest the disclosure.

8.4 Feedback

Any feedback provided by the Customer to PerkHub FZCO regarding the Service (“Feedback”) may be freely used by PerkHub FZCO to improve or enhance the Service without any obligation to the Customer. The Customer grants PerkHub FZCO a royalty-free, worldwide, perpetual license to use, disclose, and otherwise exploit any Feedback.

9. Data

9.1 User Information

In order to use the Service, Customers and Users must provide certain information, including names, email addresses, and login credentials ("User Information"). The Customer authorizes PerkHub FZCO to store and process User Information for the purpose of providing the Service. The Customer is responsible for ensuring it has the necessary rights to provide such User Information to PerkHub FZCO.

9.2 User Submissions

Customers grant PerkHub FZCO a non-exclusive, worldwide, royalty-free license to use, process, and display User Submissions solely for providing the Service. PerkHub FZCO does not claim ownership of User Submissions, and the Customer retains all rights therein, subject to the rights granted under this Agreement.

9.3 Service Data

PerkHub FZCO may collect data related to the performance and operation of the Service ("Service Data") during the Customer's use of the Service. PerkHub FZCO may freely use aggregated and anonymized Service Data, provided it does not identify the Customer or Users. PerkHub FZCO owns all rights in and to the Service Data.

9.4 Data Protection

PerkHub FZCO will maintain reasonable administrative, physical, and technical safeguards to protect the confidentiality and integrity of Customer data, including User Submissions and User Information. Customers are responsible for securing their systems and credentials used to access the Service.

10. General Terms

10.1 Publicity

With the Customer's prior written consent, PerkHub FZCO may use the Customer’s name, logo, and trademarks for marketing purposes, such as on the ChatPerk website or in promotional materials. Such use will be limited to showcasing ChatPerk’s customer base, without breaching any confidentiality or privacy obligations.

10.2 Force Majeure

Neither party will be liable for delays or failures to perform under this Agreement due to causes beyond their reasonable control, including but not limited to natural disasters, strikes, riots, acts of war or terrorism, government action, or failures of internet service providers or hosting facilities.

10.3 Modifications

PerkHub FZCO may modify this Agreement or the Service at any time, provided that changes to the Agreement will not materially reduce the functionality of the Service during a Subscription Period. Customers will be notified of any such changes at least thirty (30) days before they take effect. Continued use of the Service after the changes become effective will constitute acceptance of the new terms.

10.4 Relationship of the Parties

This Agreement does not create any partnership, joint venture, agency, or employment relationship between PerkHub FZCO and the Customer. Both parties are independent contractors under this Agreement.

10.5 No Third-Party Beneficiaries

This Agreement is solely between PerkHub FZCO and the Customer and does not create any rights or obligations for third parties.

10.6 Notices

All notices under this Agreement must be in writing and may be delivered via email. Notices to PerkHub FZCO must be sent to a designated email address, while notices to the Customer will be sent to the email address associated with their account. Notices are considered delivered one (1) business day after being sent.

10.7 Amendments and Waivers

No changes or modifications to this Agreement will be effective unless made in writing and signed or acknowledged by both parties. The waiver of any provision of this Agreement will not be construed as a waiver of any other provision or the same provision at any other time.

10.8 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified or interpreted to reflect the original intent as closely as possible within the bounds of the law.

10.9 Assignment

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that PerkHub FZCO may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any unauthorized assignment will be void. This Agreement binds and benefits the parties, their successors, and permitted assigns.

10.10 Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws provisions. Any disputes arising out of or in connection with this Agreement will be resolved in the state or federal courts located in New Castle County, Delaware, and both parties consent to the jurisdiction and venue of these courts.

10.11 Entire Agreement

This Agreement, along with any referenced documents and Orders, constitutes the entire agreement between PerkHub FZCO and the Customer, superseding all prior discussions, agreements, or understandings. It sets forth the complete understanding and obligations between the parties.