1. Our Services

Our offering consists of a platform that allows businesses and individuals to create an automated conversation flow for implementation across a wide range of messaging services, social networks, and other third-party platforms.

If you hire or use our Services, you do so through Bizplin Chat. This hiring and use are subject to this Agreement; however, if you have entered into a separate agreement or purchase order with us governing the hiring or use of our Services, that agreement or purchase order will govern in the event of a conflict with this Agreement.

2. Account, Password, Security, and Phone Use

You must register with Bizplin Chat and create an account to use the Services (an “Account”). As part of that process, you will be asked to provide certain information, for example, your name, phone number, and email address, which may be provided by linking services such as Instagram, Facebook, WhatsApp, or Telegram with your Account. By using the Services, you agree to provide true, accurate, current, and complete information as required by the registration process, with the aim of maintaining and promptly updating your Account information to keep it accurate, current, and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any login and password you provided or that Bizplin Chat assigned to you for accessing the Services. You are solely and entirely responsible for all activities that occur under your password or Account, even if you did not authorize them. Users are responsible for the content they upload to their Account and for the use of any user Account, and Bizplin Chat expressly disclaims any liability arising therefrom. If you suspect that any unauthorized party might be using your password or Account, or suspect any security breach, you agree to contact Bizplin Chat immediately.

The person who registers to access the Services will be the contracting party (“Account Representative”) for the purposes of these Terms of Service and will be the person authorized to use the corresponding Account that we grant to the Account Representative in connection with the Services. However, if you register to access the Services on behalf of your employer, the Account Representative will be your employer. As the Account Representative, you are solely responsible for complying with these Terms of Service, and only you are entitled to receive the benefits resulting therefrom. Your Account is not transferable to any other person or account. If you are an Agent (as defined below) using our Services to provide services to a Business Owner (as defined below), please see Section 3 below.

By providing your phone number and email address and by using the Services, you hereby consent to Bizplin Chat using your phone number for periodic calls and text messages (including those using an automatic telephone dialing system or prerecorded audio) and your email address to (i) perform and improve our Services, (ii) facilitate the provision of our Services, and (iii) provide you with information and reminders about your registration, changes and updates, service outages, or modifications. These calls and messages may include, among other things, push notifications and other reminders delivered through our Application. While Bizplin Chat will not charge for calls or messages, your mobile carrier’s standard message, data, or other rates and fees may apply. If you wish to stop receiving our calls or messages, adjust your Account settings on the Site or in the Application, state that you wish to stop receiving our calls or messages during one of our calls, or contact Bizplin Chat support and indicate that you wish to stop receiving calls or messages. You understand that we may send you a message to confirm your unsubscribe request.

3. Agents and Business Owners

A “Business Owner” is a person or entity that uses Bizplin Chat’s Services to market, assist, develop, or otherwise promote their business, services, or products. An “Agent” is a service provider hired by a Business Owner to create or manage a Bizplin Chat account and use the Services on their behalf. An Agent is not required for a Business Owner to use the Services.

Notwithstanding the foregoing in Section 2, if you are an Agent using our Services to provide services to a Business Owner, (i) you agree to correctly identify the Business Owner as the administrator of the Account and, if applicable, on the Facebook, Instagram, WhatsApp, Telegram, or any other corresponding page of any platform, and (ii) you confirm that you are authorized to use the Services and the Account on behalf of the Business Owner.

The Business Owner will be the sole and exclusive Account Representative of any Account created on their behalf by an Agent, provided that the Agent retains its rights and interests in all designs, templates, flows, sequences, and other intellectual property associated with the work product of the chatbot automation created by the Agent for the Business Owner (the work product, hereinafter, the “Agent Content”).

In the event of termination of the relationship between the Business Owner and their Agent, the Business Owner will promptly notify Bizplin Chat of such termination.

Upon the transfer of an Account from the Agent to the Business Owner, the Business Owner will be solely responsible for paying the subscription plans or fees payable related to the Account.

4. User-Generated Content

“User-Generated Content” is defined as all content, information, and materials, whether textual, audio, or visual, that you or any Conversation Participant provide, submit, upload, post, or make available to the Services and our users. You are solely responsible for User-Generated Content and that generated by your Conversation Participants. We act merely as a passive conduit for the online distribution and publication of User-Generated Content. You also acknowledge and agree to the following:

• Bizplin Chat is not involved in the creation or development of User-Generated Content.
• Bizplin Chat disclaims all liability related to User-Generated Content.
• Bizplin Chat will not be responsible for claims arising from or relating to User-Generated Content.
• Bizplin Chat is not obligated to monitor, review, or remove User-Generated Content but reserves the right to limit or remove User-Generated Content from the Services at its sole discretion.

You hereby represent and warrant to Bizplin Chat that the User-Generated Content (i) will not be false, inaccurate, incomplete, or misleading; (ii) will not infringe any copyright, patent, trademark, trade secret, or other proprietary right, or rights of publicity, personality, or privacy of any third party; (iii) will not violate any federal, state, or local law, ordinance, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, false or misleading advertising, spam, or privacy); (iv) will not be defamatory, libelous, threatening, or harassing; (v) will not be obscene or contain pornography (including, without limitation, child pornography) or be harmful to minors; (vi) will not contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (vii) will not create the impression of an employment relationship or a direct engagement with Bizplin Chat, nor associate you with the company, nor imply that you are authorized to act as a representative or agent of Bizplin Chat, and (viii) will not make Bizplin Chat liable or cause Bizplin Chat to lose (in whole or in part) the services of its Internet service providers (ISPs) or other suppliers.

By making any User-Generated Content available through the Services, you grant Bizplin Chat a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit the User-Generated Content on or through the Services. We claim no ownership rights over your User-Generated Content. No provision of this Agreement shall be interpreted to restrict your rights to use and exploit your User-Generated Content.

5. Text Message or Email Communication

If you wish to contact your users by text message or email, you hereby agree to the following Compliance and Indemnification Terms (“CIT”). You are obligated to use the Services in full compliance with all applicable laws, including, without limitation, all state, provincial, and federal laws which specifically include, though are not limited to, the Telephone Consumer Protection Act of the United States, as amended (“TCPA”); Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and all substantially similar provincial privacy laws; and Canada’s Anti-Spam Legislation (“CASL”), all as amended (the LGPD, TCPA, PIPEDA, and CASL are collectively referred to as “Electronic Messaging Laws”). When using the Services, you expressly warrant that you are and will continue to act in compliance with the law.

You agree that you have read and understand the Electronic Messaging Laws and all similar state or provincial/territorial laws, and all other applicable laws and regulations. You understand that in some cases, applicable state and local restrictions are more restrictive than federal standards. You should consult these standards with your own legal advisor to ensure you understand and comply with them. Bizplin Chat will not be responsible for ensuring your activities meet applicable legal requirements. Bizplin Chat will not be responsible if you are found guilty or liable for violating any law, rule, or regulation. Notwithstanding the foregoing, you acknowledge that Bizplin Chat has implemented and continues to implement active measures to help support its customers’ compliance, such as having you accept these Terms of Service.

You understand and acknowledge that contacting a consumer by phone, text message, or email is a violation of federal law, including the TCPA, if prior express written consent is not obtained. Bizplin Chat is not responsible for ensuring you do not transmit messages to consumers, including by phone or email, in violation of consent rules.

You understand and acknowledge that contacting a consumer by phone, text message, or email is a violation of Canadian federal law, including CASL, if prior express written consent is not obtained. You shall not contact any person through or about the Services unless you have obtained consent to do so in accordance with applicable law. You must provide us with proof of consents or authorizations, the messages you have sent, and your implementation of unsubscribe requests upon our request. You must include all content required by applicable law in your messages, such as your name, postal address, email address, phone number, or web address, and the ability to unsubscribe. You must not send messages to any person through the Services if the person has chosen to unsubscribe or has withdrawn their consent, even if they have responded “STOP,” or something similar, to any of your previous messages. You, not Bizplin Chat, are solely responsible for the content of your messages and your compliance with all applicable laws. You acknowledge and agree that Bizplin Chat acts solely as a service provider to enable you to send your messages, and that you have control over the message content and destination and must ensure your messages comply with all applicable laws.

Bizplin Chat is not responsible for ensuring you do not transmit messages to consumers, including by text message, phone, or email, in violation of consent rules.

You agree to indemnify, defend, and hold harmless Bizplin Chat, along with its owners, members, directors, officers, agents, employees, contractors, consultants, and suppliers, from any claim, complaint, fine, cost, expense, judgment, and fee, including reasonable attorneys’ fees, court costs, and expenses, arising from a claim regarding your violation of the law, or regarding facts that would constitute a breach of the warranties or obligations set forth in these Terms of Service, including this CIT. You will indemnify, answer, or settle in a timely manner any claim, demand, lawsuit, investigation, or proceeding by a third party against Bizplin Chat. Bizplin Chat will do the following:

• Notify you of the claim.
• Provide you with reasonable information, assistance, and cooperation in responding to the lawsuit or proceeding.
• Give you control and authority to respond to and settle the claim, subject to Bizplin Chat’s approval of the settlement, which shall not be unreasonably withheld.
  
  

6. Communication with Bizplin Chat and its Customers

Ensure that the contact information you provide to Bizplin Chat and its customers, such as your email address and phone number, is true and accurate. Also, ensure that you are the subscriber of the phone or email or the owner of the phone numbers or email addresses you provide to Bizplin Chat and its customers. You acknowledge that when you voluntarily provide your phone numbers or email addresses to Bizplin Chat and its customers, you expressly agree to be contacted at the phone numbers or email addresses you provide. You consent to receive emails, text messages, prerecorded audio messages, or automatic telephone dialing system calls from Bizplin Chat and its customers or on their behalf, in connection with this agreement, transactions with Bizplin Chat and its customers, matters related to your account, and promotions from Bizplin Chat and its customers. These communications may be made by Bizplin Chat and its customers or on their behalf, even if your phone number is registered on any state, provincial, territorial, or federal “Do Not Call” list. You acknowledge that your telephone provider may charge you for these messages or calls and that Bizplin Chat or its customers will not be responsible for these charges.

7. Prohibited Uses

In addition to the other prohibitions set forth in the Terms of Service, you are prohibited from using the Services in the following ways:

• For any unlawful purpose.
• To solicit others to perform or participate in any unlawful acts.
• To violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances.
• To use the Services for purposes or in ways that infringe or violate our rights or the rights of third parties, including, without limitation, intellectual property rights.
• To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or to violate the legal rights (such as the rights of privacy and publicity) of other users or visitors of the Services or members of Bizplin Chat’s staff.
• To submit false or misleading information.
• To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet.
• For any obscene or immoral purpose.
• To interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet.
• To perform or interfere with activities that pose a threat to the performance, security, or proper functioning of the Services.
• To attempt to compromise the system integrity or security or decipher any transmissions to or from the servers running the Services.
• To attempt to access Accounts without authorization or to collect or track the personal information of others.
• To abuse trial offers or refund policies related to the Services.
• To abuse discount offers related to the Services.
• In any way that violates the policies of Facebook, Instagram, WhatsApp, Telegram, or other platforms Bizplin Chat works with.
• To copy, distribute, or disclose any part of the Services in any manner other than as permitted by the Services and these Terms of Service.
• To use an automated system (other than the functions of the Services), such as “robots,” “spiders,” “offline readers,” etc., to access the Services.
• To transmit spam, chain letters, or other unsolicited email, or attempt to phish, pharm, pretext, or use spiders, crawlers, or scrapers.
• To impersonate another person or otherwise misrepresent your affiliation with a person or entity, commit fraud, hide or attempt to hide your identity.
• To attempt to decrypt, decompile, disassemble, or reverse engineer any software or algorithm used to provide the Services.
• To advocate for or enable anyone else to do any of the above.

We reserve the right to terminate your use of the Services or any related website for violating any of the prohibited uses.

You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions we provide. You may not do any of the following while accessing or using the Services:

• Access, tamper with, or use non-public areas of the Services or Bizplin Chat’s computer systems.
• Probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures.
• Access or search, or attempt to access or search, the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Bizplin Chat and the third-party integrations we authorize (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Bizplin Chat (NOTE: While crawling the Services is permissible if done in accordance with the provisions of the robots.txt file and limited to publicly accessible parts of the Services, scraping the Services without prior consent from Bizplin Chat is expressly prohibited).
• Forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false source-identifying information.
• Interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

We reserve the right to limit platform access to users whose actions impair the experience of other platform users, employees, associates, or collaborators of Bizplin Chat, or employees, associates, or collaborators of any other platform, such as Facebook, Instagram, WhatsApp, and Telegram.

We also reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to:

• Comply with applicable law, regulation, legal process, or governmental request.
• Enforce the Terms, including investigation of potential violations.
• Detect, prevent, or otherwise address fraud, security, or technical issues.
• Respond to user support requests.
• Protect the rights, property, or safety of Bizplin Chat, its users, and the public. Bizplin Chat does not disclose personally identifying information to third parties except in accordance with our Privacy Policy.
  
  

8. Representations and Warranties; Compliance with Law

You represent and warrant that: (i) you are at least 18 years of age or the legal age required in the jurisdiction where you reside, and have the capacity to enter into binding agreements, and (ii) you have the right, authority, and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will do so. When you enter into this Agreement on behalf of a business or other organization, you represent and warrant that you have the authority to act on behalf of that entity and to bind that entity to this Agreement.

You also represent and warrant that: (i) you have read, understand, and accept to be governed by these Terms of Service and the Privacy Policy to access and use the Services, (ii) you will act professionally and responsibly in your interactions with other users, and (iii) when using or accessing the Services, you will act in accordance with all applicable local, state, or federal laws and customs and in good faith.

You are responsible for determining whether the Services are appropriate for you to use under applicable regulations, such as EU Data Protection Laws or other laws. If you are subject to regulations (such as the Health Insurance Portability and Accountability Act [HIPAA]) and use the Services, we will not be liable if our Services do not meet your requirements. Use of the Services for illegal or discriminatory activities, including those prohibited by the Federal Trade Commission Act, the Fair Credit Reporting Act, the Equal Credit Opportunity Act, or other laws applicable to commerce. You are also responsible for notifying the end user of data collection in connection with the Services, as required by applicable law.

You represent and warrant that you will be solely responsible for obtaining end-user consent for text messages in full compliance with all applicable laws, rules, and regulations, including, among others: Brazil’s General Data Protection Law, the Telephone Consumer Protection Act, Title 47, Section 227 of the U.S. Code (USC) and its implementing regulations, Title 47, Section 64.1200 of the Code of Federal Regulations (CFR). You also represent and warrant that you will not use the service to communicate with consumers who have requested that you stop contacting them.

If you are based in the European Economic Area (“EEA”), the United Kingdom, Switzerland, or Brazil, you represent and warrant the following when using the Services:

• that you will obtain consent or use other legally valid available mechanisms to (i) transfer data to Bizplin Chat and (ii) process the data;
• inform data subjects that their personal data will be transferred to Bizplin Chat;
• that you will comply with your published privacy policy;
• that you have collected, stored, used, and transferred all data relating to an individual in accordance with all applicable data protection laws and regulations, and have the necessary permission to allow Bizplin Chat to receive and process the data on your behalf;
• that you acknowledge that Bizplin Chat acts as a processor and sub-processor of customer data and that you remain the controller of that customer data for the purposes of all applicable privacy or data protection laws and regulations;
• that you agree not to use the Services to collect, manage, or process sensitive customer information, for which Bizplin Chat will not be responsible;
• that you have read and accepted the Bizplin Chat Data Processing Addendum, which sets out how we process personal information we receive in connection with the Services;
• that you agree not to use the Service for automated individual decision-making, including profiling, that produces legal effects concerning individuals or significantly affects them; and
• that you agree to indemnify and hold harmless Bizplin Chat and its officers and directors from any liability regarding claims, demands, and losses, including attorneys’ fees, arising from your breach of any part of the representations and warranties in Section 8.

You hereby represent and warrant that, apart from what has been fully and timely disclosed by Bizplin Chat, you have no motivation, status, or interest that Bizplin Chat should know about in connection with the Services, including, among others, whether you intend to use or will use the Services for journalistic, research, or unlawful purposes. You hereby represent and warrant that you will promptly notify Bizplin Chat in writing of any motivation, status, or interest, whether existing prior to registration or arising during the use of the Services.

9. Mobile Application Updates and Improvements

By installing the Application, you consent to install the Application and any updates or improvements available through the Services. The Application (including any update or improvement) may (i) cause your device to automatically communicate with Bizplin Chat’s servers to ensure the Application’s operation and to record usage metrics, (ii) affect preferences or data stored on your device related to the Application, and (iii) collect personal information, as set forth in our Privacy Policy. You can uninstall the Application at any time.

10. Billing and Payment

Unless we separately agree that you will receive an invoice from us for the Services that requires you to pay us directly, payment and other charges must be settled through a third-party payment processing system (the “PSP”), as indicated in the Services. You may be asked to register with the PSP, accept the PSP’s terms of service, provide your payment information to the PSP, and undergo a verification process at the PSP’s request to create an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, you agree that you have downloaded or printed, and have read and accepted, the PSP Services Agreement. Please note that Bizplin Chat is not a party to the PSP Services Agreement and that you, the PSP, and the other parties mentioned in the PSP Services Agreement are the parties to the PSP Services Agreement, and that Bizplin Chat has no obligations or liability to any user or party under the PSP Services Agreement.

All prices and fees displayed on the Services exclude taxes, levies, or duties of federal, provincial, state, local, or other governmental sales, goods and services, or other taxes that are currently in effect or may be applied in the future (“Taxes”). Any applicable Tax is based on the rates applicable to the billing address you provide to us and will be calculated at the time the transaction is charged to your Account. Unless otherwise stated, all prices, fees, and charges are in U.S. dollars, and all payments must be made in U.S. currency, except for transactions conducted in Brazilian Reals (BRL).

You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.

The entity responsible for processing payments depends on the currency and location of the Users involved:

• For transactions made in currencies other than the Brazilian Real (BRL): Payments are processed by Bizplin Chat, Inc., a Delaware corporation with its principal office located at 8605 Santa Monica Blvd, #64372, West Hollywood, CA, USA, 90069.
• For transactions made in Brazilian Reals (BRL) between Users who declare residency in Brazil: Payments are processed by Bizplin Chat Brazil.

By using the Service, you authorize the corresponding Bizplin Chat entity to process payments and take all necessary actions to fulfill obligations under these Terms and related policies.

Our charges for subscription plans (monthly, annual, or other period, as applicable for each term) and fees for other Services are posted on the Site and may be modified from time to time. If you have subscribed to a Bizplin Chat subscription plan (each a “Subscription Plan”) and any part of the month, year, or other period is included in the Term, you must pay for the entire month, entire year, or entire period, as applicable. Payments for monthly Subscription Plans are paid each month on the same date or the nearest date to the day you made your first monthly payment, and Payments for annual Subscription Plans are paid each year on the same date or the nearest date to the day you made your first annual payment. Please note that fees for some Services may vary by country and some customers may have access to different billing and payment features, depending on when they created their account with Bizplin Chat.

If you have subscribed to a Subscription Plan or have chosen to automatically reload your account with funds to pay for certain Services, you must provide us with valid credit card information and hereby authorize us to deduct the monthly, annual, or other charges automatically from that credit card. You must replace expired credit card information with valid card information. Anyone using a credit card represents and warrants that they are authorized to use that credit card and that any charges will be billed to that credit card and will not be denied. If we cannot process your credit card order, we will attempt to contact you by email and will suspend your account until payment can be processed.

We will refund the prepaid month or year in whole or in part, as applicable, if we cease providing our Services to you for a reason not stipulated in these Terms, as determined by Bizplin Chat in its sole discretion. We may offer a refund to customers if they meet the requirements posted on the Site to receive a refund. You will not otherwise be entitled to a refund from us.

We may modify our fees at any time by posting a new pricing structure on our Site or by sending an email notification.

From time to time, we may offer trial versions of paid Services for a specific period at no cost or for a reduced fee (“Trial Version”). We reserve the right to determine eligibility for Trial Versions, which may be based on factors such as the Services selected and how recently you have used a Trial Version. There may be other restrictions regarding the combination of Trial Versions with other offers.

Each Trial Version provides access to the Services at the advertised price (if any) for an initial, introductory period (the “Trial Period”) that begins when you confirm your acceptance of the Trial Version by submitting valid payment information that we accept. When you submit your payment information: (i) you confirm your acceptance of the Trial Version and (ii) you agree to these Terms of Service. All information we collect during the Trial Version will be processed and used in accordance with our Privacy Policy.

The Trial Version must be accepted before its corresponding advertised expiration date, if any. Except where prohibited by law, we reserve the right to modify, suspend, or terminate the Trial Version at any time and for any reason, in which case we will not accept subsequent Trial Version enrollments. The Trial Period will last for the advertised period, subject to the preceding sentence.

UNLESS YOU CANCEL THE TRIAL VERSION BEFORE THE END OF THE TRIAL PERIOD, YOU WILL AUTOMATICALLY BECOME A RECURRING SUBSCRIBER TO THE SERVICES YOU CHOOSE TO SUBSCRIBE TO DURING THE TRIAL VERSION AND CHARGES WILL BE AUTOMATICALLY APPLIED TO THE PAYMENT METHOD YOU PROVIDED AT THE THEN-APPLICABLE PRICE. IF YOU CANCEL THE TRIAL VERSION DURING THE TRIAL PERIOD, YOU WILL LOSE ACCESS TO THE SERVICES. TO CANCEL, YOU MUST LOG INTO YOUR ACCOUNT AND FOLLOW THE INSTRUCTIONS ON THE ACCOUNT PAGE.

The Services may include features that allow you to sell goods, products, content, media, and services (your “User Products”) through bot payments (the “Bot”) through your Account.

You are solely responsible for the content of your communications with your end users through the Services, any User Products you provide through the use of the Services, any payment-related activity, and any promotion and related content included or referenced in your Bot or through the use of the Services, and for compliance with applicable law. We merely provide the platform for you to conduct these activities. We are not involved and disclaim all liability related to User Products and your relationship or your transactions with any actual or potential end user of the User Products.

When using any of our payment features, you acknowledge, warrant, and agree to the following:

• You are solely and entirely responsible for any tax and fee of any nature related to your payment activities, including any tax related to the purchase or sale of User Products. You are also solely and entirely responsible for collecting, reporting, and paying the correct amounts to the appropriate authorities or informing your end users of them and providing them with a properly issued receipt, as required by law.
• You are responsible for all costs of acquiring and providing the User Products and must bear them, as well as provide them safely and professionally, in line with industry standards.
• You are solely responsible for all statements and promises you make and for all assistance, warranty, and support related to the User Products, and you must provide true contact information in your Bot to address questions, complaints, or claims.
• You will not offer or sell any User Product, nor provide any information, content, or material related to User Products, that may be considered dangerous, counterfeit, stolen, fraudulent, offensive, or abusive, that is prohibited for sale, distribution, or use, or that otherwise violates applicable law, including regarding consumer rights, intellectual property or privacy rights, product safety, trade sanctions, assistance, maintenance, and export. To the extent you operate on Facebook, Instagram, WhatsApp, Telegram, and Stripe or PayPal, your User Products and your use of the service must comply with all applicable policies of the aforementioned services.

We may, at any time and at our sole discretion, suspend, disable access to, or remove your Bot, Account, or any User Product if suspicious activities, content, or products are detected or reported, whether or not incorporated, posted, or part of your Bot at that time, without making you or any of your end users liable, including any loss incurred as a result.

You are solely responsible for verifying the identity of users and the eligibility of the payment card presented to purchase your User Products, products, and services, and Bizplin Chat does not guarantee or assume any responsibility for transactions attempted, authorized, or completed regarding the purchase of User Products or any other transaction with the Bot between you and a user. You are solely responsible for all void or refund transactions, regardless of the reason or when they are performed. Bizplin Chat may add or remove one or more types of cards, such as accepted payment cards, at any time without prior notice.

You alone are responsible for providing services to your customers for any matter related to your products and services, including, among others, issues arising from the processing of customers’ cards through the Services.

You are entirely responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable state and federal laws and regulations regarding the collection, security, and dissemination of any personal, financial, card, or transaction information on your website.

11. Termination and Suspension

Unless you and Bizplin Chat have agreed otherwise in writing, either party may terminate these Terms of Service for any reason or no reason, at any time. You may cancel and delete your Account at any time using the features of the Services for that purpose. After cancellation, you will no longer have access to your Account, profile, or information through the Services. The provisions of these Terms of Service, which by their nature or meaning are intended to survive termination, including, among others, the provisions related to warranty disclaimers, limitations of liability, and indemnification, will survive the termination of these Terms of Service and any cancellation of your use or subscription to the Services and will continue to apply indefinitely.

We reserve the right to deny the Services to anyone for any reason, at any time. Bizplin Chat may terminate or limit your right to use the Services if we are investigating or suspect that you have violated any provision of this Agreement without notice. If Bizplin Chat terminates or limits your right to use the Services in accordance with this article, you are prohibited from registering and creating a new Account under your name, a fake name, a borrowed name, or the name of a third party, even if you are acting on behalf of a third party.

Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Bizplin Chat reserves the right to initiate appropriate legal action, including, among others, arbitration pursuant to Section 19 of these Terms of Service.

Bizplin Chat reserves the right to modify or discontinue, temporarily or permanently, the whole or any part of the Services at its sole discretion, in which case you will be notified, whenever reasonably feasible. Bizplin Chat is not liable to you for any modification or suspension of all or part of the Services. Bizplin Chat has the right to restrict any person from completing their registration as a user if it believes that person may threaten the security and integrity of the Services, or if, in its judgment, the restriction is necessary to address any other reasonable business issue.

Upon termination or cancellation of your Account (as defined below), we reserve the right to delete all your data, including all User-Generated Content, in the ordinary course of operation. Your data cannot be recovered once your Account is terminated or canceled.

If there is no activity on your Account (including login, conversation activity, payment transactions, or a scheduled broadcast) for at least 18 consecutive months, we will notify you by email at the email address associated with your Account and give you the option to keep your Account open. If you do not respond to our notice within thirty days, we reserve the right to close your account and delete all your data.

You have one year to use any prepaid amounts in your Bizplin Chat wallet balance. If that prepaid amount is not used within one year, we will notify you of the unused balance by email to the address associated with your Account, and at our discretion, (i) we will refund the balance, the withdrawal method of which will be determined by us at our sole discretion, or (ii) we will provide you with credit for future purchases of our Services. If you do not respond to our notice within thirty days, you will forfeit the right to use the balance and the amount will be considered payment for services.

12. Links to Third-Party Websites; Optional Third-Party Tools

The Services may contain links (such as hyperlinks) to third-party websites. The links do not constitute endorsement by Bizplin Chat or its association with the websites, their content, or their operators. The links (including, among others, external websites that frame the Services, as well as any advertising displayed in connection with them) are provided as an information service, for reference and convenience only. Bizplin Chat does not control the websites and is not responsible for (i) their availability or accuracy, or (ii) their content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Bizplin Chat is not involved in the creation or development of third-party websites. Bizplin Chat is disclaimed from all liability for third-party websites and will not be responsible for claims arising from or relating to third-party websites. Furthermore, you acknowledge and agree that Bizplin Chat is not obligated to monitor, review, or remove links to third-party websites but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.

The use of any website under the control, ownership, or operation of a third party is governed by the terms and conditions of use and privacy policies of those sites. You access third-party websites at your own risk. Bizplin Chat expressly disclaims any liability arising in connection with your use or viewing of any website or other material associated with links that may appear on the Services. You hereby agree to hold Bizplin Chat harmless from any liability that may arise from the use of links that may appear on the Services.

As part of the Services’ features, you may link your Account with online accounts you have with other service providers, such as Facebook, Instagram, WhatsApp, and Telegram (each account, a “Third-Party Account”), in the following ways: (i) by providing your Third-Party Account login information through the Services; or (ii) by allowing Bizplin Chat to access your Third-Party Account, as permitted by the applicable terms and conditions governing your use of each Third-Party Account. You represent that you have the right to disclose your Third-Party Account login information to Bizplin Chat or grant us access to your Third-Party Account (including, among others, for use for the purposes described herein), without breaching the terms and conditions that govern the use of the applicable Third-Party Account and without obligating Bizplin Chat to pay any fees or comply with any usage limitations imposed by the third-party service providers. By granting Bizplin Chat access to your Third-Party Accounts, you understand that (1) Bizplin Chat may access, make available, and store (if applicable) any content that you have provided and stored in your Third-Party Account (the “SNS Content”), so that it is available on and through the Services via your Account, and (2) Bizplin Chat may submit and receive additional information to your Third-Party Account to the extent you are notified when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered User-Generated Content. Depending on the Third-Party Accounts you choose, and in accordance with the privacy settings you have set in those Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. Please note that if a Third-Party Account or related service becomes unavailable or if the service provider cancels Bizplin Chat’s access to that Third-Party Account, SNS Content may no longer be available on and through the Services. You will have the ability to disable the connection between your Account on the Services and your Third-Party Accounts at any time, as indicated below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH PROVIDERS. Bizplin Chat does not review any SNS Content for any purpose, including for accuracy, legality, or non-infringement, and Bizplin Chat is not responsible for any SNS Content.

We may provide you with access to third-party tools (“Third-Party Tools”) over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-Party Tools. Any use by you of optional Third-Party Tools offered through the Services is entirely at your own risk and discretion. You must ensure you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider.

13. Optional Tools Provided by Bizplin Chat

We may provide you with access to Bizplin Chat tools and the Bizplin Chat Developer Program (collectively, the tools and program, the “Bizplin Chat Developer Program”), including application programming interfaces, to allow you to develop and enhance the Services as described in these Terms of Service.

Subject to these Terms of Service, we grant you a non-exclusive, non-transferable, and revocable right, without the right to sublicense, to access and use the Bizplin Chat Developer Program for the limited purpose of creating modules, templates, connected services, or similar software functions (the “Integration Products”) necessary to integrate your applications, websites, assets, products, or website services (collectively, your “Application”) with the Services (the aforementioned uses, referred to as “Permitted Uses”). We set and enforce limits on your use of the Bizplin Chat Developer Program at our sole discretion and may modify the Permitted Uses and limitations at any time by revising these Terms of Service. You (i) will not decompile, decipher, disassemble, modify, create derivative works, reverse engineer, or recreate the Bizplin Chat Developer Program or the Services, (ii) will not upload data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable, (iii) will not infringe any third party’s intellectual property rights, (iv) will not harm or interfere with Bizplin Chat’s software used to host the Services or disobey requirements, procedures, policies, or regulations of networks connected to the Services, (v) will not engage in deceptive, false, illegal, or unethical activities, or activities that could harm the Bizplin Chat Developer Program, the Services, us, our customers, or the public, (vi) will not store or retain data or content from Bizplin Chat for periods longer than is reasonable to provide your Application or Integration Products to Bizplin Chat’s customers, (vii) will not commingle content or data obtained from Bizplin Chat with third-party content in a way that a customer cannot attribute that content to us, (viii) will not remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on the Services. Furthermore, you must comply with all applicable laws, rules, and regulations, including import, export, and data protection laws and privacy laws, and your Applications or Integration Products must include a conspicuously identified privacy policy that states what information is collected and how it is stored, processed, protected, and used. You must obtain express authorization from each user before accessing their Bizplin Chat account, and you will only access user data to the extent permitted by each user, their privacy policy, and applicable law.

You hereby grant us a perpetual, irrevocable, worldwide, sublicensable, non-exclusive, non-transferable, royalty-free license, and the right to use, copy, modify, and distribute your Applications and Integration Products. You will retain ownership of your Applications and Integration Products. By using the Bizplin Chat Developer Program, you acquire no ownership rights whatsoever in the Bizplin Chat Developer Program, Bizplin Chat’s data or content, or the Services.

We reserve the right, with or without notice and for any reason, to (i) cease providing, alter, modify, or disable the Bizplin Chat Developer Program or provide new related tools and services, (ii) charge fees to access or use the Bizplin Chat Developer Program, (iii) provide or cease providing support for the Bizplin Chat Developer Program, (iv) disable or prevent access to the Bizplin Chat Developer Program, (v) accept, reject, suspend, or remove your Integration Products and Applications from the Services for any reason, (vi) make your Applications and Integration Products available publicly or privately, in accordance with our Review Process available at https://bizplin.com/, and (vii) independently develop products or services that may compete with your Applications or Integration Products or other products and services. You agree that Bizplin Chat may monitor and audit your use of the Bizplin Chat Developer Program to ensure compliance with these Terms of Service. You will assist us with the monitoring or audit by providing us with information about your Applications or Integration Products and your data and security practices.

You acknowledge and agree that we provide access to the Bizplin Chat Developer Program ”as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of the Bizplin Chat Developer Program. You acknowledge and agree to comply with the documentation and resources that Bizplin Chat publishes from time to time regarding the use of the Bizplin Chat Developer Program.

You agree to maintain the confidentiality of and not to disseminate, disclose, or use for any purpose and to protect to the same extent you protect your own confidential information any confidential information you obtain from us through the Bizplin Chat Developer Program or in connection with your use of the Services and the Bizplin Chat Developer Program.

14. Property and Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photography, music, sounds, images, software, videos, designs, trademarks, logos, typefaces, and other content (collectively, “Proprietary Material”) that users see or read through the Services is owned by Bizplin Chat, except for User-Generated Content, which users hereby grant Bizplin Chat a non-exclusive license to use. The Proprietary Material is protected in all forms, media, and technologies now known or hereafter developed. All Proprietary Material is owned by Bizplin Chat, as well as the coordination, selection, arrangement, and enhancement of the Proprietary Material as a Collective Work under the United States Copyright Act and its amendments. The Proprietary Material is protected by national and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit any part of the Services without the prior express written consent of Bizplin Chat and, where applicable, the rights holder of the User-Generated Content.

Use of the Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of Bizplin Chat and, where applicable, the rights holder of the User-Generated Content.

The service marks and trademarks of Bizplin Chat, including, among others, Bizplin Chat and the Bizplin Chat logos, are service marks owned by Bizplin Chat. Any other trademarks, service marks, logos, or trade names that appear through the Services are the property of their respective owners. You may not copy or use any of these marks, logos, or trade names without the prior written consent of the owner.

Furthermore, you may choose to submit feedback, ideas, or returns about the Services or we may invite you to do so, such as how to improve our services or products (“Feedback”). When you submit Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction, and does not place Bizplin Chat under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Furthermore, you acknowledge that, by accepting your submission, Bizplin Chat does not waive any rights to use similar or related ideas previously known to Bizplin Chat, developed by its employees, or obtained from sources other than you. You acknowledge that any email and other correspondence you send to us shall become the sole and exclusive property of Bizplin Chat.

Subject to the terms and conditions of this Agreement, you are hereby granted a limited, non-exclusive, non-transferable, freely revocable license to access and use the Services. We may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, among others, all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services, and copyrights (the “Bizplin Chat Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Bizplin Chat, or, where applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in the Intellectual Property Rights or under them, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of the materials or content accessible on the Services. Use of the materials or Bizplin Chat Content for any purpose not expressly permitted in this Agreement is prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all registered or unregistered intellectual property rights, and all rights associated therewith, including, among others, all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark rights, trade dress and service mark rights, goodwill, trade secret rights, all drawings, designs, technical data, know-how, works of authorship, firmware, software, software specifications, source code, documentation, program listings, programming tools, test scripts, user interfaces, icons, any element of “look and feel,” ideas, improvements, inventions, industrial designs, utility models, rights in names and trademarks and service marks, rights in goodwill, domain name rights; design rights; database rights; and other intellectual property rights that may exist now or in the future, and all corresponding applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

Your use of the Services and the related licenses granted herein are also contingent upon your strict compliance with the spirit of the various applicable rules and any end-user license agreement associated with your use of the Application. Bizplin Chat may modify the rules at its sole discretion at any time. Bizplin Chat reserves the right to terminate your Account and access to the Services if it determines that you have violated any of the applicable rules.

15. Copyright Claims and Copyright Agent

Bizplin Chat respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe your copyright or other intellectual property right, please send the following information to Bizplin Chat’s Copyright Agent at Bizplin Chat, Inc., 8605 Santa Monica Blvd, #64372 West Hollywood, CA 90069; email legalnotices@bizplin.com:

• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material you claim is infringing is located. Include enough information to allow Bizplin Chat to locate the material, and explain why you think an infringement has taken place.
• A description of the location where the original or an authorized copy of the copyrighted work exists, for example, the URL (Internet address) where it is posted or the name of the book in which it has been published.
• Your address, telephone number, and email address.
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
• An electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest.
  
  

16. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special, and unique asset of Bizplin Chat, and agree that you will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If applicable, you may disclose Confidential Information to your authorized employees and agents, provided they are also bound to maintain the confidentiality of the Confidential Information. You shall promptly notify Bizplin Chat in writing of any circumstances that constitute an unauthorized disclosure, transfer, or use of Confidential Information. You shall use your best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. You shall return to Bizplin Chat all originals and all copies of all materials containing Confidential Information upon termination of this Agreement for any reason.

The term “Confidential Information” means all trade secrets, confidential information, and proprietary information of Bizplin Chat, as well as all other information and data of Bizplin Chat that is not generally known to the public or to third parties and that could derive economic value, actual or potential, from not being generally known. Confidential Information shall be deemed to include technical data, know-how, research information, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategies, and other proprietary and confidential information relating to Bizplin Chat or its business, operations, or properties, for example, information about Bizplin Chat’s personnel, users, or partners, or other business information disclosed directly or indirectly in writing, orally, or by drawings or observation.

17. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Bizplin Chat MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY, OR COMPLETENESS OF THE SERVICES, THE CONTENT PROVIDED OR TRANSMITTED THROUGH THE SERVICES, OR THE CONTENT OF ANY OTHER SITES LINKED TO THE SERVICES. DISCLAIMER OF LIABILITY FOR CONTRACT, WARRANTY, OR TORT FOR (I) FAILURES, ERRORS, OMISSIONS, OR INACCURACIES OF THE CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, BUSINESS INFORMATION, OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

IN NO EVENT SHALL Bizplin Chat AND ITS AFFILIATES OR BUSINESS PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR BUSINESS REPUTATION; SERVICE INTERRUPTION; COMPUTER DAMAGE; SYSTEM FAILURE; FAILURE TO STORE INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY Bizplin Chat, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT Bizplin Chat AND ITS AFFILIATES OR BUSINESS PARTNERS ARE LIABLE FOR DAMAGES, THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE LESSER OF (I) THE TOTAL FEES YOU PAID TO Bizplin Chat DURING THE SIX MONTHS PRIOR TO THE TIME OF THE CLAIM OR (II) ONE HUNDRED U.S. DOLLARS (USD $100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

18. Indemnification

You hereby agree to indemnify, defend, and hold harmless Bizplin Chat and its officers, directors, employees, agents, attorneys, insurers, successors, and assigns (the “Indemnified Parties”) from any Liability incurred in connection with (i) your use or inability to use the Services, (ii) your breach or violation of this Agreement, (iii) your violation of any law, or of the rights of any user or third party; and (iv) any content submitted by you or through your Account to the Services, including, among others, to the extent such content may infringe a third party’s intellectual property rights or may be illegal or unlawful. You also agree to reimburse the Indemnified Parties for any Liability arising from your use of robots, spiders, software search engines, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden on our infrastructure. Bizplin Chat reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Bizplin Chat in asserting any available defenses. In no event shall you settle any claim or matter without the prior written consent of Bizplin Chat.

19. Dispute Resolution: Arbitration and Class Action Waiver

READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND Bizplin Chat MAY BRING CLAIMS AGAINST EACH OTHER. THIS SECTION, WITH LIMITED EXCEPTIONS, REQUIRES THAT YOU AND Bizplin Chat BRING CLAIMS AGAINST EACH OTHER THROUGH BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, UNLESS LOCAL CONSUMER LAWS PROHIBIT SUCH REQUIREMENTS.

You agree that, should disputes or claims arise from or in connection with the use of the Services, you will contact us and submit your dispute or claim to us via https://bizplin.com/, and both you and Bizplin Chat will attempt to negotiate in good faith a written resolution of the matter directly. You agree that if the matter is not resolved within 30 days after such notice (sent by certified mail or personal delivery), it shall be considered a “Dispute,” as defined below. Except for the right to seek injunctive or other equitable relief in accordance with the “Binding Arbitration” section below, if you file claims for arbitration or other administrative or legal actions without first attempting to resolve the matter through mediation, you agree that you will not be entitled to recover attorneys’ fees, even if you might have been otherwise entitled to them.

Applicability in Brazil.

For Brazilian consumers, the binding arbitration clauses are not mandatory. Brazilian consumers retain the right to file judicial claims in Brazilian courts, in accordance with Brazilian Consumer Law. Any dispute involving Brazilian consumers shall be resolved in accordance with Brazilian law and in the place of the consumer’s domicile.

Binding Arbitration.

Except where prohibited by local consumer laws, you and Bizplin Chat agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Services (collectively, “Disputes”) shall be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. In other words, both you and Bizplin Chat agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Bizplin Chat in small claims court, instead of through arbitration, but only if the claim meets the requirements of that court’s rules and is brought on an individual, non-class, non-representative basis, and only as long as it remains in small claims court on an individual, non-class, non-representative basis.

Class Action Waiver.

You and Bizplin Chat agree that any proceedings to resolve Disputes will be conducted only on an individual basis and not as a class, consolidated, or representative action. In other words, both you and Bizplin Chat agree to waive the right to participate as a plaintiff and class member in any class action proceeding. Furthermore, unless you and Bizplin Chat agree otherwise in writing, the arbitrator of the Dispute may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding.

Arbitration Administration and Rules.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator must be a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure.

Unless you and Bizplin Chat agree otherwise, the seat of the arbitration shall be in San Francisco, California. If your claim does not exceed $10,000, the arbitration will be conducted solely on the basis of the documents that you and Bizplin Chat submit to the arbitrator, unless you request a hearing and the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or videoconference, if the parties request and agree.

Arbitrator’s Decision and Governing Law.

The arbitrator will apply the laws of California in accordance with the Federal Arbitration Act and applicable statutes of limitations, unless local laws require otherwise in the consumer’s jurisdiction, and will honor claims of privilege recognized by law. The arbitrator shall issue a ruling within the timeframe specified in the AAA Rules. The arbitrator’s award may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimer of Warranties” section above. The arbitrator may award injunctive or declaratory relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Costs.

Each party’s responsibility to pay the arbitration filing, administrative, and arbitrator fees will depend on the circumstances of the arbitration and is set out in the AAA Rules.

20. Governing Law

Except as provided in Section 14 or as otherwise expressly provided in writing, for consumers outside Brazil, this Agreement and your use of the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement.

For Brazilian consumers, this Agreement and your use of the Services shall be governed by and construed in accordance with the laws of Brazil, as required by the Brazilian Consumer Protection Code.

21. No Agency or Employment Relationship

This Agreement does not and is not intended to create any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship.

22. General Provisions

The failure of Bizplin Chat to require performance of any provision of this Agreement shall not affect its right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default. This Agreement constitutes the entire and exclusive agreement between you and Bizplin Chat regarding its subject matter. This Agreement supersedes and governs all prior agreements or communications. The provisions of this Agreement shall be interpreted to uphold their validity, legality, and enforceability. Except for the “Class Action Waiver” in Section 19, if any provision is partially or completely invalid, illegal, or unenforceable, (i) that provision shall be modified or restructured to the extent and in the manner necessary to make it valid, legal, and enforceable or, (ii) if that provision cannot be modified or restructured, it shall be severed from the Agreement without affecting the validity, legality, or enforceability of the remaining provisions. You may not assign or transfer this Agreement without our prior written approval. We may assign or transfer this Agreement without your consent, for example: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of Bizplin Chat, its successors, and assigns.

23. Modifications to the Agreement and Services

Bizplin Chat reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or remove any term and condition of this Agreement (including these Terms of Service and the Privacy Policy), and to review, improve, modify, or discontinue, temporarily or permanently, the Services or any content or information on the Services at any time, effective with or without prior notice and without liability to Bizplin Chat. Bizplin Chat will endeavor to notify you of material changes by email but will not be liable if it fails to do so. If any future change to this Agreement is unacceptable to you or causes you to no longer be in compliance with this Agreement, you must terminate and stop using the Services immediately. Continued use of the Services following any revision to this Agreement constitutes your full and irrevocable acceptance of all modifications. Bizplin Chat may also impose limits on certain features or restrict access to parts or all of the Services without notice or liability.

24. No Third-Party Rights

Persons who are not a party to this Agreement have no right to enforce any term of this Agreement.

25. Notices and Consent to Receive Notices Electronically

You consent to receive agreements, notices, disclosures, and other communications (collectively, “Notices”) referred to in this Agreement, for example, by email or by posting Notices on this Site. You agree that all Notices we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise provided in this Agreement, any notice under this Agreement shall be in writing and shall be deemed duly given when received by you. If delivered in person or sent by certified or registered mail, return receipt requested. Receipt is confirmed electronically, if transmitted by facsimile or email; or the day after sending, if sent for next day delivery by a recognized overnight delivery service.