Last updated: January 6, 2026

1. Definitions

Capitalized terms not defined in this Section 1 will have the meaning given to them in this Agreement.

2. Account Creation and Information

2.1        Description of Service.

YakChat provides services for online text messaging from an array of business applications and devices (“Service” or “Services”). You may use the Services for your business use, including internal business purposes within the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can transmit and share such content.

2.2        Account creation,

To use the Services, you will be asked to create an account. As part of the account creation process, you’ll be asked to provide all required information in order to access or use the Services.  If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address.

When creating an account, you must provide true, accurate, current, and complete information about yourself as requested during the account creation process. You must keep that information true, accurate, current, and complete after you create each account. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if YakChat has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, YakChat may terminate your user account and refuse current or future use of any or all of the Services. 

If you breach these Terms, including, without limitation, your payment obligations in Section 6 (Fees and Payment Terms), you are strictly prohibited from creating new accounts until you remedy such breach in full.

2.3        Organization Accounts and Administrators. 

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for:

1. ensuring confidentiality of your organization account password;

2. appointing competent individuals as administrators for managing your organization account; and

3. ensuring that all activities that occur in connection with your organization account comply with this Agreement.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to info@yakchat.com, provided that the process is acceptable to YakChat. In the absence of any specified administrator account recovery process, YakChat may provide control of an administrator account to an individual providing proof satisfactory to YakChat demonstrating authorization to act on behalf of the organization. You agree not to hold YakChat liable for the consequences of any action taken by YakChat in good faith in this regard.

2.4        Communications from YakChat.

The Service may include certain communications from YakChat, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Service. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

2.5        Complaints.

If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy YakChat in the communication.

If you do not respond to the complainant within 10 days from the date of our email to you, we may, to the extent permitted by applicable law, disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by YakChat to the complainant.

3. Provision of the Services

3.1        Our Responsibilities. 

We will:

1. make the Services available to you in accordance with these Terms, including any usage guides and policies for the Services contained in such documentation (“Documentation”), and any applicable ordering document between the parties that specifies the applicable Services, fees, and commercial terms accepted by the customer, including any applicable minimum spend commitments (“Order Form”);

2. comply with our Service Level Agreement for the Services (“SLA”) which may be updated from time to time. YakChat shall provide thirty (30) days prior written notice to Customer of any such changes and Customer shall have the right to terminate this Agreement and the Services provided to Customer and such termination shall be without cost or penalty to the Customer;

3. provide the Services in accordance with laws applicable to our provision of the Services to our customers generally (i.e. without regard for your particular use of the Services), subject to your use of the Services in accordance with these Terms, the applicable Documentation, and any applicable Order Form(s);

4. make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;

5. if applicable, use trained, qualified personnel to provide the Services; and

6. use commercially reasonable efforts to provide you with applicable support for the Services as described in our SLA.

3.2        Beta Offerings.

From time to time, we may make Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by us (collectively, “Beta Services”) available to you. You may choose to use a Beta Services in your sole discretion. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service.  We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you at our sole discretion, or decide not to make a Beta Offering generally available. We may discontinue a Beta Offering at any time. You agree that YakChat will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

3.3        Suspension of Services. 

YakChat may suspend the Services or temporarily disable access to whole or part of any Services, upon written notice to you (which may be provided by email), if YakChat reasonably determines, acting in good faith, that:

1. you or an end user materially breached these Terms or including the Acceptable Use Policy or any Service or Country Specific Requirements therein;

2. your use of the Services results in an unusual, excessive, or materially increased volume of traffic that YakChat reasonably believes to be fraudulent, abusive, unlawful, or likely to materially impair the operation, security, or availability of the Services or the networks of YakChat’s service providers;

3. YakChat’s continued provision of the Services would violate applicable law, regulation, binding guidance from a governmental or regulatory authority, or the requirements of a telecommunications provider or carrier;

4. your use of the Services poses a material risk to the security, integrity, or availability of the Services, YakChat’s systems, or the data of other customers;

5. YakChat is required to do so pursuant to a lawful request, order, or instruction from a governmental, regulatory, or law enforcement authority; or

6. information associated with your account is materially inaccurate, misleading, or incomplete, and such inaccuracy materially affects YakChat’s ability to provide the Services in compliance with applicable law or carrier requirements.

Where reasonably practicable, YakChat will provide notice of the suspension and will use commercially reasonable efforts to limit the scope and duration of any suspension to the minimum necessary to address the underlying issue.

Suspension of the Services shall not relieve you of your obligation to pay any undisputed Fees due under this Agreement. YakChat shall have no liability for any damages, losses, or claims arising from or relating to any suspension carried out in accordance with this Section 3.3.

You may submit a written objection to a suspension by contacting info@yakchat.com within thirty (30) days of receiving notice of the suspension. YakChat will review such objection in good faith but retains sole discretion regarding the continuation or lifting of any suspension.

Persistent or unresolved causes of suspension may result in termination of the affected Services or your account in accordance with Section 13 (Term and Termination).

3.4        Changes to the Services.

The features and functions of the Services, including the YakChat integrations, API’s and SLA, may change over time; provided, however, we will not materially decrease the overall functionality of the Services. Although we try to avoid making changes to the Services that are not backwards-compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to implementation. In the event we make a non-backwards compatible change and such change materially and negatively impacts your use of the Services (“Adverse Change”), (a) you will notify us of the Adverse Change and (b) we will work with you, in our sole discretion, to resolve or otherwise address the Adverse Change, except where we, in our sole discretion, have determined that an Adverse Change is required for security reasons, by telecommunications providers, or to comply with applicable law or regulation.

3.5        Sample Files and Applications.

YakChat may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. YakChat makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

4. Your Responsibilities

You will:

1. be solely responsible for all use of the Services and Documentation under your account, including the quality and integrity of any data and other information made available to us by or for you through the use of the Services under these Terms (“Customer Data (as defined in Section 1)”;

2. not transfer, resell, lease, license, or otherwise make available the Services to third parties or offer them on a standalone basis;

3. use the Services only in accordance with these Terms, our Acceptable Use Policy, including our  Country Specific Requirements therein, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation;

4. be solely responsible for all acts, omissions, and activities of anyone who accesses or otherwise uses the Services including end users’ compliance with these Terms, our Acceptable Use Policy, including our Service and Country Specific Requirements therein, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation;

5. do your best to prevent unauthorized access to or use of the Services and notify us promptly of any such unauthorized access or use;

6. provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and

7. comply with the representations and warranties you make in Section 8 (Representations, Warranties, and Disclaimer).

If you are the party that accepted these Terms and you re-assign your account to a third-party reseller for administration purposes, such account re-assignment will not excuse your obligations under these Terms. Your use of the Services will continue to be subject to these Terms.

5. Affiliates

5.1        Your Affiliates.

Your Affiliates are not permitted to use the Services under these Terms that you accepted. Each of your Affiliates that wants to use the Services must accept these Terms individually and create its own account.

5.2        Our Affiliates. 

Our Affiliates may provide the Services, or a portion thereof, to you in accordance with these Terms and any applicable Order Form(s) with such Affiliates. We will (a) be responsible for the Services our Affiliates provide and (b) not be relieved of our obligations under these Terms if our Affiliates provide the Services or a portion thereof. We will enforce these Terms relating to the Services our Affiliates provide. Notwithstanding anything to the contrary in these Terms, our Affiliates may directly bill you (x) for the Services they provide or (y) solely as a billing agent for us or another Affiliate of ours providing the Services, as applicable.

6. Fees and Payment Terms

6.1        Fees. 

You agree to pay fees in accordance with the then-current applicable rates made available by YakChat, including as set forth in an applicable Order Form.

Additionally, we will charge you, and you will pay, in accordance with Section 6.3 (Fees and Payment Terms), any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunications provider as a result of your use of the Services.

The Services are available under subscription plans of various durations. Payments for subscription plans of duration of less than a year can be made only by Credit Card. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized YakChat to charge the subscription fee to the Credit Card last used by you. Our Refund Policy is available at http://www.yakchat.com/refund-policy.

6.2        Taxes and Communications Surcharges.

6.2.1       Taxes.

All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “‘Taxes”). You will pay all Taxes associated with these Terms, excluding any taxes based on our net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to us, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by us. You will provide us with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on an invoice.

6.2.2       Communications Surcharges.

All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges associated with your use of the Services. Communications Surcharges will be shown as a separate line item on an invoice.

6.2.3       Exemption.

If you are exempt from paying certain Taxes or Communications Surcharges, you will provide the necessary exemption information as requested by us or a valid exemption certificate issued by the appropriate authority via e-mail to info@yakchat.com. You will be exempt on a going-forward basis once we approve your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes or Communications Surcharges, you will promptly pay such Taxes or Communications Surcharges to us, plus any applicable interest or penalties.

6.3        Payment Terms.

Payment obligations are non-cancellable and fees, Taxes, and Communications Surcharges (collectively, “Fees”) once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form(s) and subject to Section 6.4 (Payment Disputes), you will pay the Fees due under these Terms in accordance with the following applicable payment method:

6.3.1       Credit Card Payment Terms.

If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring that such funds cover the Fees due. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, we reserve the right to suspend the Services to all of your accounts until the Fees due are paid in full.

6.3.2       Invoicing Payment Terms.

If you elect to receive invoices and we approve you for the same, invoices will be sent to you each month via email to the email address(es) you designate in your account. You will pay the undisputed Fees due within thirty (30) days of the date of the invoice. Except as otherwise set forth in the applicable Order Form(s) or an invoice to the extent you procure the Services without an Order Form, the Fees are payable in United States dollars. If you fail to pay the undisputed Fees and remedy such failure within fifteen (15) days of the date we provide you with written notice of the same, we may (a) assess, and you will pay, a late fee of the lesser of 1.5% per month or the maximum amount allowable by applicable law and (b) suspend the Services to all of your accounts until the Fees are paid in full.

6.3.3       Payment Disputes.

You will notify us in writing within sixty (60) days of the date we bill you for any Fees that you wish to dispute. You may withhold the disputed Fees until the dispute is resolved. Where you are disputing any Fees, you must act reasonably and in good faith and will cooperate diligently with us to resolve the dispute. We will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with us or we determine your dispute is not reasonable or brought in good faith. 

7. Ownership, Customer Data, and Confidentiality

7.1        Ownership. 

As between the parties, we exclusively own and reserve all right, title, and interest in and to the Services, the Documentation, our Confidential Information (as defined below), and any data that is derived from the use of the Services that does not directly or indirectly identify you, end users, or any natural person and includes (a) data such as volumes, frequencies, bounce rates and Service performance data and (b) subject to any restrictions under applicable laws, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify you, end users, or any natural person, and any feedback or suggestions provided by you or an end user regarding the Services. As between the parties, you exclusively own and reserve all right, title, and interest your Confidential Information, and Customer Data, subject to our rights to process Customer Data in accordance with these Terms.

7.2        Customer Data.

You grant us and our Affiliates the right to process Customer Data as necessary to provide the Services in a manner consistent with these Terms, and our Privacy Policy. If you do not agree with the terms of our Privacy Policy you must stop using the Services immediately.

7.3        Personal Information and Privacy.

Personal information you provide to YakChat through the Service is governed by our Privacy Policy. Your election to use the Service indicates your acceptance of the terms of our Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to info@yakchat.com. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

7.4        User Generated Content.

The Services are designed to enable private, business communications between Customers, their end users, and third-party message recipients. The Services do not operate as a public publishing platform, social network, or content-hosting service, and YakChat does not make Customer Content publicly available by default.

You are solely responsible for all content, messages, media, and data transmitted, received, or otherwise processed through the Services by you, your end users, or third-party message recipients interacting with you through the Services (“Customer Content”), including compliance with applicable laws, regulations, and industry requirements governing such communications.

YakChat does not monitor, review, or moderate Customer Content as a matter of routine and assumes no responsibility for the accuracy, legality, or appropriateness of Customer Content. Notwithstanding the foregoing, YakChat reserves the right to restrict, suspend, or remove access to Customer Content where required to do so by applicable law, regulatory or carrier requirements, or where YakChat reasonably determines, acting in good faith, that such action is necessary to protect the security, integrity, or lawful operation of the Services.

Nothing in this Agreement shall be construed as granting YakChat any ownership rights in Customer Content. YakChat processes Customer Content solely for the purpose of providing the Services in accordance with this Agreement, the Privacy Policy, and the applicable Data Processing Agreement, if any.

7.5        Confidentiality.

7.5.1       Definition.

“Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”’) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including, without limitation, Order Form(s), Customer Data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, financial, and other business and/or technical information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of these Terms or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without breach of Disclosing Party’s rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.

7.5.2       Use and Disclosure.

Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not:

1. use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under these Terms and

2. disclose or make Confidential Information of Disclosing Party available to any party, except to its, its Affiliates’, and their respective employees, legal counsel, accountants, contractors, and in our case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfil its obligations under these Terms.

Receiving Party is responsible for its Representatives’ compliance with this Section 7.5. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 7.5. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.

7.5.3 Compelled Disclosure.

Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.

7.5.4 Injunctive Relief.

The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 7.5 and that, in the event of an actual or threatened breach of the provisions of this Section 7.5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

8. Representations, Warranties, and Disclaimer

8.1        Customer Data. 

You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide Customer Data to us for use and disclosure pursuant to Section 7.2 (Customer Data).

8.2        Services. 

We represent and warrant that the Services perform materially in accordance with the applicable Documentation. Our sole obligation, and your sole and exclusive remedy, in the event of any failure by us to comply with this Section 8.2 will be for us to, at our option, (a) remediate any material non-conformity or (b) refund to you the Fees you actually paid for the time period during which the affected Services do not comply with this Section 8.2.

8.3        Anti-Corruption and International Trade Laws.

Each party

1. warrants that it will conduct business in accordance with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States and

2. represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. You will promptly notify us in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by us. You represent that you have obtained and warrant that you will continue to obtain all licenses or other authorizations required to export, re-export, or transfer the Services. Each party represents that it (and your end users) is not on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will:

3. immediately discontinue your use of the Services if you are placed on any Sanctions List and

4. remove an end user’s access to the Services if such end user becomes placed on any Sanctions List. You represent that you have not and warrant that you will not export, re-export, or transfer the Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 8.3. If your account is blocked because it is operating in a country or region prohibited under this Section 8.3, you will receive notice of your account being inoperable when you attempt to log into your account in such prohibited country or region.

8.4        DISCLAIMER. 

WITHOUT LIMITING A PARTY’S  EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICES ARE PROVIDED ‘AS IS,’ AND WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WE ADDITIONALLY DISCLAIM ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. BETA OFFERINGS ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ WITH NO WARRANTIES WHATSOEVER, AND WE WILL HAVE NO LIABILITY AND NO OBLIGATION TO INDEMNIFY FOR ANY BETA OFFERING WHATSOEVER.

9. Mutual Indemnification

9.1        Indemnification by Us.

9.1.1       Scope of Indemnification.

We will defend you from and against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that our provision of the Services infringes or misappropriates such third party’s intellectual property rights (“Infringement Claim”). We will indemnify you from any damages, fines or penalties imposed by a government or regulatory body, attorneys’ fees, and costs awarded against you or for settlement amounts approved by us for an Infringement Claim.

Infringement Options.

If our provision of the Services has become, or in our opinion is likely to become, the subject of any Infringement Claim, we may at our option and expense:

1. procure the right to continue providing the Services as set forth in these Terms;

2. modify the Services to make them non-infringing; or

3. if the foregoing options are not reasonably practicable, terminate these Terms, or, if applicable, terminate the Services that are the subject of any Infringement Claim, and refund you any unused pre-paid fees.

9.1.3 Limitations.

Except as set forth in Section 9.1.1, we will have no liability or obligation under this Section 9.1 with respect to any Infringement Claim

1. arising out of your use of the Services in breach of these Terms;

2. arising out of the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves be infringing; or

3. arising from Services for which there is no charge.

9.2        Indemnification by You.

You will defend us, our officers, directors, employees, and Affiliates (collectively, “YakChat Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a YakChat Indemnified Party by a  third party  alleging or arising out of your or any end users’ breach of Section 4 (Your Responsibilities) and any claims that your or any end users’ use of the Services infringes or misappropriates such third party’s intellectual property rights (collectively, “Customer Indemnifiable Claims”). You will indemnify us from any damages, fines or penalties imposed by a government or regulatory body, attorneys’ fees, and costs awarded against a YakChat Indemnified Party or for settlement amounts approved by you for a Customer Indemnifiable Claim.

9.3        Conditions of Indemnification. 

As a condition of the foregoing indemnification obligations:

1. the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Infringement Claim or Customer Indemnifiable Claim (individually and collectively referred to as a “Claim”); provided, however, any failure to give such prompt notice will not relieve Indemnifying Party of its obligations under this Section 9 except to the extent that  Indemnifying Party was actually and materially prejudiced by such failure;

2. Indemnifying Party will have the sole and exclusive authority to defend or settle any Claim; and

3. Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities under this Section 9 at Indemnifying Party’s expense.

Indemnified Party reserves the right, at its own expense, to participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 9, Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 9 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party, without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.

9.4        Exclusive Remedy.

This Section 9 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.

10. Limitation of Liability

10.1     LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10.2     LIMITATION OF LIABILITY.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU UNDER THESE TERMS FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

10.3     EXCEPTIONS

EXCEPTIONS TO THE LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 10.1 (LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES) AND SECTION 10.2 (LIMITATION OF LIABILITY), THE LIMITATIONS IN SECTION 10.1 AND 10.2 DO NOT APPLY TO (a) YOUR BREACH OF SECTION 4 (YOUR RESPONSIBILITIES); (b) YOUR BREACH OF SECTION 6 (FEES PAYMENT TERMS); OR (c) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 (MUTUAL INDEMNIFICATION).

THE PROVISIONS OF THIS SECTION 10 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH IN THIS SECTION 10 IN DETERMINING WHETHER TO ENTER INTO OR OTHERWISE ACCEPT THESE TERMS.

11. Customer Confidentiality and Use of Marks

During the term of this Agreement and for a period of two (2) years from the date of any termination of this Agreement, YakChat shall not disclose the nature of the effort undertaken for you or the terms of this Agreement to any other person or entity without your prior written consent, except as required under applicable law or by any governmental agency, in which case YakChat shall use commercially reasonable efforts to obtain your approval as to the form, nature and extent of the disclosure in advance. YakChat is not permitted to use your or your Affiliate's name or any your or your Affiliates’ trademark, trade name, logo or service mark in any advertising, publicity, marketing, press release or published client list without your prior written consent. All required consents may be given or withheld at your sole discretion.

The name YakChat, the YakChat logo, the names of individual YakChat Services and their logos are the property of YakChat. You agree not to display or use, in any manner, the YakChat branding, without YakChat’s prior permission.

12. Communication

You agree to receive email and text messages from YakChat. Message frequency may vary and these communications relate solely to your account, the Services, and administrative or support matters, and are not marketing messages unless you have expressly opted in.

12.1     Text messages

Text message and data rates may apply. For help, reply HELP or email us at info@yakchat.com. You can opt-out from at any time by replying STOP.

12.2     Email

Email us at info@yakchat.com for any assistance and you can opt-out using the "Unsubscribe" link included at the bottom of the email.

13. Term, Termination, and Survival

13.1     Term

These Terms, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with Section 13.2 (Termination) (“Term”).

13.2     Termination

13.2.1    For Convenience

Either party may terminate these Terms and close all of your accounts for any reason upon thirty (30) days written notice to the other party. Notwithstanding the preceding sentence, if there is an Order Form(s) in effect, including any subscription or Services purchased via an online checkout or payment form, Customer may not terminate these Terms until such Order Form(s) has expired or been terminated in accordance with its terms.

13.2.2    Material Breach

We may terminate these Terms (including all Order Form(s)) and close all of your accounts in the event you commit any material breach of these Terms and fail to remedy such material breach within fifteen (15) days of the date we provide written notice of such material breach to you. For the avoidance of doubt, your breach of our Acceptable Use Policy, including our Service and Country Specific Requirements therein, will be considered a material breach of these Terms. You may also terminate these Terms (including all Order Form(s)) in the event we commit a material breach of these Terms and fail to remedy such material breach within fifteen (15) days of the date you provide written notice of such material breach to us.

13.2.3    Insolvency

Subject to applicable law, either party may terminate these Terms immediately and close all of your accounts by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.

13.3     Survival

Upon termination of these Terms, the terms of this Section 13.3, and the terms of the following Sections will survive (i.e. still apply): Section 6 (Fees and Payment Terms), Section 7 (Ownership, Customer Data, and Confidentiality), Section 8.4 (Disclaimer), Section 9 (Mutual Indemnification), Section 10 (Limitation of Liability), and Section 14 (General).

13.4     Inactive User Accounts

YakChat reserves the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

14. General

14.1     No Waiver and Order of Precedence

No failure or delay by either party in exercising any right or enforcing any provision under these Terms will constitute a waiver of that right, provision, or any other provision. Any waiver must be in writing and signed by each party to be legally binding. Titles and headings of sections of these Terms are for convenience only and will not affect the construction of any provision of these Terms. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) these Terms, (3) our Acceptable Use Policy, including our Country Specific Requirements therein, (4) any other terms incorporated by reference herein, and (5) the applicable Documentation.

14.2     Assignment

You will not assign, delegate, or otherwise transfer these Terms or any applicable Order Form(s), in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms or any applicable Order Form(s) without our consent will be null and void. We may assign, delegate, or otherwise transfer these Terms or any applicable Order Form(s), in whole or in part, without your consent. Subject to this Section 13.2, these Terms and any applicable Order Form(s) will be binding on each party and each party’s successors and assigns.

14.3     Relationship

Each party is an independent contractor in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its respective employees and agents and its respective labor costs and expenses arising in connection with its respective employees and agents. Each party will also be solely responsible for any and all claims, liabilities, damages, or debts of any type that may arise on account of each of its respective activities, or those of its respective employees and agents, in the performance of these Terms. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.

14.4     Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

14.5     Notices

Notices to us under these Terms will be provided via email to info@yakchat.com. Notices to you under these Terms will be provided via (a) email to the email address you designate in your account or (b) your account portal.

14.6     Force Majeure

No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of these Terms to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil, or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster, accident, epidemics, pandemics, quarantines, casualties, acts of God, inability to procure materials, failure of supply, inability by the exercise of reasonable diligence to obtain supplies, parts or employees, necessary services, failure of power, governmental laws, orders or regulations, or insurrection. The party affected by such cause will take all reasonable actions to minimize the consequences of such cause.

14.7     Government Terms

We provide the Services, including any related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any end users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred. The Services were developed fully at private expense.

14.8     Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a “Dispute”), other than disputes relating to a party’s intellectual property rights (“IP Disputes”), the parties shall first attempt in good faith to resolve the Dispute through informal discussions between senior representatives of each party.

If the Dispute has not been resolved within thirty (30) days of written notice (which may be provided by email) by one party to the other, either party may submit the Dispute to binding arbitration as follows:

1. For Customers domiciled in the United States or any country outside the EEA, the United Kingdom, Switzerland, Andorra, or Vatican City, the Dispute shall be finally resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall be conducted by a single arbitrator seated in New York, New York, and the arbitration shall be conducted in English.

2. For Customers domiciled in the EEA, the United Kingdom, Switzerland, Andorra, or Vatican City, the Dispute shall be finally resolved by binding arbitration administered by JAMS, or if JAMS is unavailable, a comparable internationally recognised arbitration body, in accordance with its applicable arbitration rules. The arbitration shall be conducted by a single arbitrator seated in London, England, and the arbitration shall be conducted in English.

The arbitrator shall have authority to grant any relief that a court of competent jurisdiction could grant, including equitable relief. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, and the parties shall share the arbitrator’s fees equally, unless otherwise determined by the arbitrator.

14.9     Governing Law and Venue

These Terms and any Dispute or IP Dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with:

1. the laws of the State of New York, United States of America, if the Customer is domiciled in the United States or any country outside the EEA, the United Kingdom, Switzerland, Andorra, or Vatican City; or

2. the laws of England and Wales, if the Customer is domiciled in the EEA, the United Kingdom, Switzerland, Andorra, or Vatican City.

For IP Disputes only, either party may bring proceedings exclusively in the courts of competent jurisdiction located in:

1. New York, New York, where subsection (a) applies; or

2. London, England, where subsection (b) applies.

Each party irrevocably submits to the personal jurisdiction of such courts for the purposes of resolving IP Disputes. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.10  Class Action Waiver

Each party agrees that any Disputes between the parties must be brought against each other on an individual basis only. That means neither party can bring a Dispute as a plaintiff or class member in a class action, consolidated action, or representative action. An arbitrator cannot combine more than one person’s or entity’s Disputes into a single case and cannot preside over any consolidated class or representative proceeding. Each party agrees the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought a Dispute and cannot impact or otherwise be used to decide Disputes with other people or entities, including other YakChat customers. If a court decides that this Section 14.10 is not enforceable or valid, then this Section 14.10 will be null and void. But, the rest of these Terms will still apply.

14.11  Entire Agreement

Except as provided in these Terms and any exhibits or attachments, applicable Order Form(s), or other terms incorporated by reference into these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, oral and written. The parties agree that Section 7.3 (Confidentiality) hereby supersedes and prevails over all prior, contemporaneous, and future non-disclosure or confidentiality agreements between the parties in their entirety. No oral or written information or advice given by us, our agents, or our employees will create a warranty or in any way increase the scope of the warranties or obligations under these Terms. Any term or condition stated in your vendor registration form or registration portal or in any purchase order document or similar document provided by you will be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon will be null and void and have no effect with regard to these Terms between the parties and be non-binding against us even if accepted or signed by us after the date you accept these Terms.

15. Additional Terms

If you are domiciled in the European Economic Area (EEA), the United Kingdom, or Switzerland, nothing in these Terms will exclude or limit the liability of either party for (i) gross negligence or intentional misconduct of such party; (ii) death or personal injury caused by such party’s negligence; (iii) fraud or fraudulent misrepresentation; or (iv) any other liability to the extent that the same may not be excluded or limited as a matter of applicable law.

If you are domiciled in Germany, we warrant that the Services will operate in accordance with the applicable Documentation and will materially comply with any specifications contained the applicable Documentation. The parties agree that to the extent you are entitled to any statutory warranty rights, the applicable statutory warranty period is hereby reduced to twelve (12) months and any and all further warranties are excluded.

If you are a microenterprise, small enterprise, or not for profit organisation and we provide you with the Services within the European Economic Area or United Kingdom, you have read and agree to the European Electronic Communications Code Rights Waiver.