Service and Platform Description
Operations of Replichat ("Platform"): Replichat, referred to herein as "the Platform," manages and operates the website replichat.com, providing services primarily designed to assist professional entities in their business operations. These Terms of Service, or "Terms," establish the usage guidelines and legal relationship between users and the Platform.
User Agreement and Legal Capacity
User or Guest Declaration: By engaging with the website or service, including account registration, users or guests affirm their understanding and acceptance of these Terms and the Privacy Policy. They assert their legal capacity to enter into binding agreements with the Platform and their authority to represent the entity they are acting on behalf of. Should disagreement with the Terms arise, users are advised to refrain from using the Service and may reach out to the Platform at @replichat.com for potential resolutions.
Changes to Terms
Amendment Rights of Anthropic: Anthropic reserves the right to modify these Terms at any time. Such amendments will be posted on the site, making it crucial for users to periodically review the Terms. Acceptance of the revised Terms is implied through continued use of the service. In the event of any conflict between these Terms and any other agreement, the provisions of the latter will prevail. This clause also applies to any amendments introduced in the Agreement. Users who do not consent to the updated Terms are advised to discontinue the use of the service.
Account Creation Requirements
Process of Setting Up an Account: To create an account on the website, users can log in using their Facebook or Google accounts, or alternatively, by registering with a personal email and password. It is imperative that users provide accurate, complete, and up-to-date information when creating an account. Failure to do so may lead to the immediate termination of the account on both the website and the service.
Account Security and Responsibility
Ensuring Account Confidentiality: Users bear the full responsibility for safeguarding the confidentiality of their account and password. This includes limiting access to their devices and account. Users are expected to assume accountability for all activities conducted under their account and password, irrespective of whether the password is used on Replichat’s website and service or with a third-party service. Immediate notification to the platform is required in case of any security breach or unauthorized use of the account.
Termination of Account
User-Initiated Account Termination: Users have the option to terminate their account by ceasing to use the service at any point.
Platform-Initiated Account Termination: The platform reserves the right to terminate or suspend a user’s account and access to the service immediately, without prior notice or liability. This action can be taken at the company’s sole discretion for any reason, including but not limited to breaches of the Terms.
Service Utilization
General Rules for Using the Service: Utilizing the service signifies complete acceptance of the Terms. These Terms specifically govern the relationship between the Platform and its users or guests. In instances where the service or website offers services provided by other entities, these are governed by separate regulations specific to those entities, and responsibility for service execution lies with them, except where the Terms explicitly state otherwise. All users of the Service and/or Website must adhere to the usage requirements as defined by the Terms.
User Behavior and Restrictions
Prohibited Uses: Users are allowed to use the Service or Website solely for lawful purposes and in strict adherence to the Terms. Prohibited activities include:
Additional Prohibited Uses Under Terms and Acceptable Use Policy: Users must comply with the Terms, Acceptable Use Policy, and applicable laws. This includes refraining from:
Rights and Ownership
Ownership of Service and Content: The Service and Website, including their original content, features, and functionalities, are the exclusive property of the Platform and its licensors. They are protected under the copyright, trademark, and other laws of the United States and foreign countries. The use of the Platform's trademarks and trade dress is prohibited in connection with any product or service without the Platform's prior written consent. Users and guests do not acquire any intellectual property rights by using the Service.
User Content Responsibility
Responsibility for Published Content: Users are allowed to post, link, store, share, and make available various types of content (referred to as 'Content') on the Service and Website. Users are responsible for the legality, reliability, and appropriateness of the Content they post, especially in regard to their customers. By posting Content, users warrant that they own or have the right to use and license the Content, and that their posting does not infringe upon any privacy rights, publicity rights, copyrights, or other legal rights of any person or entity. While users retain all rights to the Content they submit, post, or display, the Platform has the right to terminate the account of any user infringing on a copyright. The Platform assumes no responsibility or liability for Content posted by users or third parties.
Third-Party Content and Services
Absence of Liability for Third-Party Content: The Service and Website may include links to other websites not owned or controlled by the Platform. The Platform does not have control over and assumes no responsibility for the content, privacy policies, or practices of these other websites. The Platform is not liable for any damage or loss caused by or in connection with the use of or reliance on any content, goods, or services available on or through other websites. Users are advised to read the terms of service and privacy policies of any external websites they visit.
Billing and Subscription
Subscription Basis and Billing Cycles: Services are available under a subscription model, with fees billed in advance on a recurring basis, known as the 'Billing Cycle.' The duration of these cycles can be monthly or annually, based on the chosen subscription plan. Subscriptions automatically renew at the end of each billing cycle unless canceled by the user or the Platform. Cancellations can be made through the user's account or by contacting the Platform's customer support. Payment for subscriptions requires a valid payment method, such as a credit/debit card, Apple Pay, or Google Pay. Users are obliged to provide complete and accurate billing information, including personal and business details. Upon providing payment information, users authorize the Platform to charge all subscription fees to the designated payment method. If automatic billing fails, the Platform will issue an electronic invoice requiring manual payment within a specified timeframe.
Fee Changes and Refunds
Modification of Subscription Fees: The Platform reserves the right to modify subscription fees at its discretion. Any changes to the fees will take effect at the end of the current billing cycle, with prior notice provided to users. Continued use of the service after a fee change signifies user acceptance of the new subscription fee.
Non-Refundability of Subscription Fees: Subscription fees are generally non-refundable, except as required by law.
Handling of Payments and Taxes
Responsibility for Additional Fees and Taxes: The Platform is not responsible for any extra fees or taxes levied by authorities in the user's country. It is the responsibility of the user placing the order to pay these additional charges.
Service Discontinuation
"The Platform reserves the right to introduce a break in the operation of the Website or the Service or their certain functionalities. If there is an intention to implement a break, the Platform will notify about it by posting relevant information or a message on the Website or via the email provided when setting up the Account at least 3 days before the planned break. In the event of unintended breaks in the operation of the Website or the Service or their certain functionalities, the Platform will immediately notify about it by posting relevant information or a message on the Website or via the email provided when setting up the Account."
Effects of Termination
User Obligations Upon Termination: We may terminate or suspend your Account and ban access to Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms. If you wish to terminate your Account, you may simply discontinue using the Service. All provisions of the Terms which, by their nature, should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. This includes ensuring that provisions related to ownership, warranty disclaimers, indemnity, and limitations of liability remain in effect even after the termination of the Terms or Service."
Personal Data Protection
Platform's Data Processing and User Responsibility: The Platform processes personal data with due diligence and ensures adequate technical and organizational security measures. Detailed information about the protection of personal data is available in the Privacy Policy. The Platform is not liable for the personal data protection of the User’s customers using the Service. It is also not responsible for the content and rules of personal data protection and privacy on Other Websites, including those linked to. The Platform is not liable for damages caused by browsing Other Websites or posting personal data or other information on them. It recommends reading the privacy rules on Other Websites, especially before publishing personal data or other essential information.
Security Measures
User's Responsibility for Device Security: Users are recommended to install anti-virus software on their devices, including mobile devices, to enhance security.
Disclaimer of Liability for Third-Party Actions and Other Websites: The Platform is not liable for the consequences of installing or sending malicious software, phishing, or other practices by other entities to the Service. It is not responsible for any interruptions in the Service's operation. Additionally, the Platform is not liable for the consequences of force majeure events, including power outages, fires, atmospheric phenomena, wars, riots, strikes, and other similar events beyond its control.
Links to Other Websites
Platform's Stance on External Links: "Our Service and/or Website may contain links to Other Websites that are not owned or controlled by the Platform. The Platform has no control over, and assumes no responsibility for the content, privacy policies, or practices of any Other Websites. We do not warrant the offerings of any of these entities/individuals or Other Websites. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY OTHER WEBSITES. WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY OTHER WEBSITES THAT YOU VISIT."
Governing Law and Jurisdiction
Jurisdiction and Governing Law: "These Terms shall be governed and construed in accordance with the laws of State of California without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service."
General Clauses
Nature of Relationship and Brand Usage: "No waiver by Platform of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Platform to assert a right or provision under Terms shall not constitute a waiver of such right or provision. If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect."
U.S. Federal Agency Use, Export, and Sanctions: "The Services were exclusively developed using private funds and are recognized as commercial computer software and associated documentation as per relevant U.S. Federal Acquisition Regulation and its agency supplements. Accordingly, U.S. Government users of the Services will have only those rights that are granted to all other end users of the Services pursuant to these Terms."
Remedies for Breach and Complete Agreement: "If you breach these Terms, it could cause significant harm to Replichat and its affiliates, granting Replichat the right to seek an injunction against you, in addition to other legal remedies. These Terms, along with any incorporated policies, represent the full agreement between you and Replichat concerning the Services' use. They replace any prior agreements, communications, or understandings between you and Replichat on this matter, excluding any Service-specific terms or enterprise agreements."
Definitions: "Ad" means a message, image, or other media that is displayed to a user of a chatbot. "Ad campaign" means a set of ads that are targeted to a specific audience or set of keywords. "Ad impressions" means the number of times an ad is displayed to a user. "Ad delivery" means the process of displaying an ad to a user. "Ad schedule" means the dates and times when an ad is eligible to be displayed. "Ad budget" means the maximum amount of money that a customer is willing to spend on an ad campaign.
Ad Purchase: To purchase an ad campaign, a customer must create an account with [company name] and provide payment information. The customer must select the keywords that they want their ad to be targeted to. The customer must specify the ad schedule. The customer must specify the ad budget.
Ad Delivery: Ads are delivered to users based on the keywords that they use. Ads are not guaranteed to be delivered on a specific date or time. Ads are not guaranteed to be delivered to a specific number of users.
Ad Impressions: Ad impressions are counted when an ad is displayed to a user. Ad impressions are credited to the customer's ad budget when they are delivered.
Ad Budget: The ad budget is the maximum amount of money that a customer is willing to spend on an ad campaign. If the ad budget is exceeded, the ad campaign will be paused.
Ad Cancellation: A customer may cancel an ad campaign at any time. If an ad campaign is cancelled, any unused ad impressions will be forfeited.
Ad Refunds: Ad refunds are not available.
Ad Disputes: If a customer has a dispute with Replichat regarding an ad campaign, the dispute will be resolved through mediation.
Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Entire Agreement: This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Waiver: No waiver of any provision of this agreement will be effective unless in writing and signed by both parties.
Headings: The headings in this agreement are for convenience only and will not affect its interpretation.
Counterparts: This agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Binding Effect: This agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Definitions: "Chatbot" means a software application that simulates conversation with human users. "Chatbot Creator" means a user who creates a chatbot for sale on the Marketplace. "Chatbot Buyer" means a user who purchases a chatbot from the Marketplace. "Platform" means the [company name] chatbot marketplace platform. "Commission" means the percentage of the chatbot sales price that the Platform charges as a fee.
Chatbot Creation: Chatbot Creators are responsible for creating their own chatbots. Chatbot Creators must agree to the Platform's Terms of Service. Chatbot Creators must comply with all applicable laws and regulations.
Chatbot Listing: Chatbot Creators may list their chatbots for sale on the Platform. Chatbot listings must include the following information: Chatbot name Chatbot description Chatbot price
Chatbot Purchase: Chatbot Buyers may purchase chatbots listed on the Platform. Chatbot Buyers must agree to the Platform's Terms of Service. Chatbot Buyers must pay the chatbot sales price plus the Platform's Commission.
Chatbot Delivery: Once a chatbot purchase is completed, the Chatbot Creator will deliver the chatbot to the Chatbot Buyer. Chatbot delivery may take up to 24 hours.
Chatbot Ownership: Chatbot ownership is transferred to the Chatbot Buyer upon delivery. The Chatbot Creator retains no ownership rights in the chatbot.
Chatbot Disputes: If a dispute arises between a Chatbot Creator and a Chatbot Buyer, the parties will attempt to resolve the dispute through mediation. If mediation is unsuccessful, the parties may seek resolution through binding arbitration.
Entire Agreement: These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Severability: If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Waiver: No waiver of any provision of these Terms of Service will be effective unless in writing and signed by both parties.
Headings: These Terms of Service may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Binding Effect: These Terms of Service will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Specific Provisions for Digital Products: The Platform does not guarantee the availability of any particular chatbot. The Platform does not guarantee the performance of any chatbot. The Chatbot Creator is responsible for providing any necessary support for the chatbot. The Chatbot Buyer is responsible for using the chatbot in accordance with all applicable laws and regulations.