Last Updated: Febraury 20th, 2023
These MokaChat Terms of Service (“Agreement”) is between Conrado Maggi (“MokaChat”, “we”, “us” or “our”) and you or the entity you represent (“you” or “your”). This Agreement contains the terms and conditions that govern your access to and use of the MokaChat Services. This Agreement will go into effect when you access and use any of the MokaChat Services or, if earlier, create an account with us (“Effective Date”).
The MokaChat Services enable you, among other things, to embed a chat widget on your website(s) and configure it for use in connection with one of your channels on Microsoft Teams in order for you to access and use our live chat solution. “MokaChat Services” means our website(s), the chat widget, and any other software, applications, APIs, content, and other proprietary technology and related services (including any support services) made available by us to you.
By accessing and using any of the MokaChat Services or by creating an account with us you (a) agree to be bound by this Agreement; and (b) represent and warrant that, if you are an individual, you are 18 years old or older or, if you are entering into this Agreement for an entity (e.g., the company you work for) that you have legal authority to bind that entity and that the entity is a corporation, partnership, or other legal entity duly formed (and incorporated, if applicable) in good standing where required to do business with all legal authority and power to accept this Agreement. If this Agreement or any future changes are not acceptable to you, your sole remedy is to no longer use the MokaChat Services.
We may modify this Agreement at any time in our sole discretion. Modifications are effective upon being posted on our website. You are responsible for reviewing the version of this Agreement posted on our website periodically to ensure that you are aware of any changes. Your continued use of the MokaChat Services following our modification of this Agreement will constitute your acceptance of the changes.
You may access and use the MokaChat Services in accordance with this Agreement. You will comply with the terms of this Agreement, including all of our Policies, and all laws, rules and regulations applicable to your use of the MokaChat Services.
If we provide the capability of creating an account, you must set up an account that is associated with a valid email address and, if required, enter a valid form of payment in order to access and use the MokaChat Services. You agree to provide true, accurate, current, and complete information in any registration forms required in connection with the MokaChat Services. You will make sure that your account information remains up-to-date (e.g., if you change home or business locations then you will promptly notify us and update your account information). You are responsible for keeping your account passwords and other account information secure. Except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur under your account, whether those activities are authorized by you or not. We reserve the right to suspend or terminate accounts and/or cancel orders under accounts at any time in our discretion.
You are solely responsible for all hardware, software, applications, data, text, audio, video, images, or any other content that you load on the MokaChat Services or that you access, use, or integrate in connection with the MokaChat Services. You agree that your content will not violate the Policies or any applicable laws or regulations. You grant us the right to access, use, store, copy, modify, publish, publicly transmit and distribute your content in order to operate the MokaChat Services and provide services in connection with the MokaChat Services. You will obtain all necessary rights in your content for our use of it in accordance with this Agreement. As between you and us, you or your licensors will own all right, title and interest in and to your content. Except as provided in this Agreement, we will not obtain rights under this Agreement to your content.
We will make an end-user customer service contact available to you via chat or email during our normal business hours in connection with your use of the MokaChat Services. We will provide this support in accordance with our then-current support guidelines. Except for the support provided pursuant to the prior two sentences, we will not provide any additional support to you in connection with your use of the MokaChat Services.
The MokaChat Services may enable you, among other things, to integrate with other third party products or services. These third party products and services are provisioned and fulfilled by the third party provider and not us. We are not responsible for, and we do not warrant, the products or services of any of these third parties or our continuing ability to integrate with these third party offerings. We do not assume responsibility or liability for the products or services of any of these third parties or if we, at some point, are no longer able to support integration with these third party offerings. For example, our chat widget may be embedded on your website(s) and configured for use in connection with one of your channels on Microsoft Teams; however, (a) Microsoft Teams is made available by Microsoft, Inc. (and not us) and your use of Microsoft Teams is subject to your separate agreement(s) with Microsoft, Inc. and (b) while we will use commercially reasonable efforts to maintain it, we cannot and do not guarantee continual integration of any of the MokaChat Services with Microsoft Teams.
We will charge you fees for your use of the MokaChat Services, these fees are set forth on our website. You agree to pay us the corresponding fees for your use of the MokaChat Services. We will bill fees and charges on a monthly basis. We will invoice you in advance of each month for subscription fees for your use of the MokaChat Services and monthly in arrears for other services. You will pay us all invoiced amounts within 15 days of the invoice date using one of the payment methods we support. We may increase or add new fees and charges upon 14 days’ prior notice to you. We may charge interest at 1.0% per month (or the highest rate permitted by law, if less) on all late payments.
No refunds. You may cancell your MokaChat account at any time you won\'t by issued a refund.
You are responsible for any taxes that you are legally obligated to pay including, but not limited to, paying us any applicable value added, sales or use taxes or like taxes that we are allowed to collect from you under applicable law. If any taxes are required by law to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you must promptly secure and deliver to us an official receipt for any such taxes withheld or other documents necessary to enable us to claim a Foreign Tax Credit. Both parties will minimize any taxes withheld to the extent possible under applicable law.
You represent and warrant to us that (a) you have all necessary and legally required rights (including your compliance with all applicable privacy laws and regulations) in your content that is necessary to grant the rights contemplated in this Agreement; and (b) you will comply with all applicable laws, rules, and regulations in the performance of this Agreement and your use of the MokaChat Services (including your operation of the website(s) on which you embed our chat widget).
You agree to defend us and our employees, officers, directors, affiliates, contractors, suppliers, and agents from and against any and all third party claims and pay the amount of any adverse final judgment or settlement that arise from (a) your breach of this Agreement; (b) your content (including our use of your content as authorized under this Agreement); and (c) your interaction and engagement with third parties or third party services via the MokaChat Services. In no event will you agree to any settlement of any claim that obligates us in any way, without the written consent of us.
THE MOKACHAT SERVICES AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED AS IS. WE AND OUR AFFILIATIES AND SUPPLIERS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE MOKACHAT SERVICES AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF THE MOKACHAT SERVICES IS AT YOUR OWN RISK. WE AND OUR AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF MOKACHAT SERVICES OR WITH THE DELAY OR INABILITY TO USE THE MOKACHAT SERVICES, OR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE MOKACHAT SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE MOKACHAT SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE MOKACHAT SERVICES WILL NOT, FOR ANY REASON, EXCEED THE FEES YOU PAID US DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. NOTHING IN THIS SECTION WILL LIMIT YOUR OBLIGATION TO PAY US FOR YOUR USE OF THE MOKACHAT SERVICES OR ANY OTHER OBLIGATIONS UNDER THIS AGREEMENT.
This Agreement commences on the Effective Date and continues until terminated by either party in accordance with this Section. Either party may terminate this Agreement at any time and for any reason upon written notice to the other party in accordance with Section 29. Upon termination of this Agreement, you will immediately cease all use of the MokaChat Services and promptly return to us all MokaChat Confidential Information in your possession.
The following Sections will survive termination of this Agreement: 2, 3, 5-7, 9, 10, 11 (for fees already due), 12-16, 18-20, 24, 25, 27, and 29-31.
We reserve the right to suspend your right to access or use any portion or all of the MokaChat Services immediately upon notice to you for any reason. In the event of any such suspension, we and you will work in good faith to resolve the issue(s) and restore your right to access and use the MokaChat Services.
You will have the opportunity to communicate with others on or through the MokaChat Services. In connection with such communications, you may not upload, post, reference or link to any content that (a) is illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable; or (b) violates any Policies. You agree that these communications may not be secure and may be public and not private communications. We are not responsible or liable for any information that you choose to communicate on or through the MokaChat Services with third parties, or for the actions of any other users accessing web sites, web pages or features made available on or through the MokaChat Services.
If you choose to provide us with any suggestions regarding improvements to the MokaChat Services then we will be entitled to use those suggestions without restriction or obligation to you.
You agree that any claim or controversy arising out of or relating to this Agreement and/or the use of the MokaChat Services will be governed by the laws of the State of Washington, and that venue for any action arising from or related to this Agreement and/or the use of the MokaChat Services will be solely in any court of competent jurisdiction in Seattle, King County, Washington, USA. If either party employs attorneys to enforce any rights in connection with any such dispute or lawsuit the prevailing party will be entitled to recover reasonable attorneys’ fees.
You may not assign this Agreement, in whole or in part, without the prior written consent of us, and any attempted assignment will be void. We may assign this Agreement upon written notice to you. This Agreement will bind and inure to the benefit of permitted assigns.
This Agreement will not establish a partnership, joint venture, employment, franchise, or agency between you and us. Neither party will have the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Except as otherwise expressly provided herein, there will be no third-party beneficiaries to this Agreement.
We respect the intellectual property rights of others, and will respond promptly to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that any content appearing on the MokaChat Services constitutes copyright infringement, please provide us with the following information: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) your contact information, including your address, telephone number, and an email address; (e) a statement by you that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
The MokaChat Services may incorporate third party services and your use of such third party services will be at your own risk and subject to any additional terms provided with the service. We will not be liable or responsible for the third party service, including as to delivery and accuracy. The MokaChat Services may include links (including via API) to third party sites and content and your use of such third party sites and content will be at your own risk and subject to any additional terms applicable to the third party sites and content. We will not be liable or responsible in any way for such third party sites and content.
You grant us a non-exclusive, royalty-free, license to use your trademarks and logos that are associated with your use of the MokaChat Services (“Your Marks”) during the Term in connection with our provision and/or promotion of the MokaChat Services, provided that we will use reasonable efforts to comply with any usage guidelines that you may provide to us from time to time. You are the owner and/or authorized licensor of Your Marks. As between you and us, all goodwill associated with Your Marks will inure to your benefit.
You agree to that this Agreement and the non-public components of the MokaChat Services and all non-public information provided in connection with this Agreement and the MokaChat Services are the confidential and proprietary information of us and our third party suppliers (“MokaChat Confidential Information”). You agree not to disclose MokaChat Confidential Information to any third party without the prior written consent of us. If you are required by law to disclose any MokaChat Confidential Information you agree to provide us with as much advance notice and an opportunity to intervene to prevent or limit such disclosure before complying with any legally required disclosure. You agree to protect MokaChat Confidential Information in the same manner that you protect your own confidential information but in no event to use less than industry standard efforts.
Except for any obligations to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to, pandemics, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, labor shortage or dispute, and/or failure of the internet.
The English language version of this Agreement will control. If this Agreement or any portions of it are provided in a language other than English such non-English version is for convenience only and the English language version will control in the event of any conflicts.