Terms of Service
Last Modified: 21 April 2016
Webaroo Inc. ("Gupshup", "we", "our", or "us") provides an online software platform (the "Gupshup Platform") that enables developers and other users to build, host, and deploy BOTS for devices and software applications.
These Terms of Service (these "Terms") include the legal terms that we require all developers and other users to accept and implement as a condition of accessing our web services located at http://www.gupshup.io and other websites owned and/or operated by Gupshup (the "Website(s)"), and/or accessing or using the application programming interfaces provided on or in connection with the Gupshup Platform ("API(s)"), including any documentation, materials, code, data (such as logs as defined below), files (such as AIML and Other Files as defined below) and other information or materials made available to you by Gupshup on or in connection with the APIs (collectively, "Gupshup Content") to develop Bot s for use in your products or devices (“Devices”) and/or your software applications ("Application(s)").
The Gupshup Platform includes a sandbox environment and developer portal designed to allow you to access, upload, download, edit, create, store, and interpret files and data in connection with building, hosting, and deploying your Bot (s). Files contained in each Bot may include files written in Artificial Intelligence Markup Language (“AIML Files”), and SETS, MAPS, SUBSTITUTIONS, and SYSTEM files (collectively, “Other Files”). For more information on AIML and Other Files, please see the online https://www.gupshup.io/developer/inapp-api. Data may include analytics and bot logs, which may include “Inputs” to, and “Outputs” from, your Bot (s) (“BOTlogs”). "Inputs" are typically text inputs, whether typed or converted from speech utterance or spoken phrase to text, by an individual sent from your Application to Gupshup servers for processing; "Outputs" are the responses returned to your Application by the Gupshup Platform.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. Gupshup reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below.
BY USING OR CONTINUING TO USE THE GUPSHUP APIS OR BY CLICKING "Sign Up" YOU AGREE TO USE THE GUPSHUP APIS AND OTHER GUPSHUP CONTENT SOLELY IN ACCORDANCE WITH THESE TERMS OF SERVICE, AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THESE TERMS. THESE TERMS SUPERCEDES ANY PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES CONCERNING SUCH CLAIMS, AND WILL NOT BE MODIFIED OR AMENDED BY ANY PAST, CONTEMPORANEOUS, OR FUTURE AGREEMENTS OR DEALINGS BETWEEN THE PARTIES, WHETHER ORAL OR WRITTEN. YOU WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND THAT YOU HAVE THE LEGAL CAPACITY TO AGREE TO AND BE BOUND BY THESE TERMS. IF YOU ACCESS OR USE THE GUPSHUP APIS, OTHER GUPSHUP CONTENT, OR THE GUPSHUP PLATFORM ON BEHALF OF A COMPANY, PRINCIPAL OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND THAT THESE TERMS ARE FULLY BINDING UPON THEM. IN SUCH CASE, THE TERM "YOU" WILL REFER TO YOU AND SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE APIS OR OTHER GUPSHUP CONTENT.
- ACCOUNTS AND REGISTRATION
- USE OF GUPSHUP CONTENT
- PRIVACY AND SECURITY
- OWNERSHIP AND LICENSE
- BRANDING AND ATTRIBUTION
- NO WARRANTIES
- LIMITATION OF LIABILITY
- OTHER LEGAL TERMS AND CONDITIONS
ACCOUNTS AND REGISTRATION
- You need to use a current Gupshup account or create a new Gupshup account in order to use the APIs and other Gupshup Content.
- You may use the Gupshup Content and/or Gupshup Platform only if you can form a binding contract with Gupshup , and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
- Any use or access to the Website(s), APIs, or Gupshup Platform by anyone under 18 is strictly prohibited and in violation of these Terms.
- You must be a human. Accounts registered by “bots”or other automated methods are not permitted.
- You are solely responsible for the activity that occurs on your account, including, without limitation, any Customer Data and Account Information (each as defined below) provided under or through your account.
- You may create a Gupshup account using some existing account credentials or via other registration methods we may provide from time to time, in our sole discretion. By connecting to the Gupshup Platform with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. It is your responsibility to keep your password, account credentials, and accounts secure. You must notify Gupshup immediately if any unauthorized use, or suspected unauthorized use, of your Gupshup account occurs or if any other breach of security occurs.
- You may never use another user’s account without permission. Your login may only be used by one person. A single login shared by multiple individuals is not permitted.
- You acknowledge that Gupshup is not liable for any loss or damage arising from your failure to comply with the above requirements.
- You may be required to provide certain information (e.g., your contact details, description of your product or service, your company name, your credit card details, etc., collectively, “Account Information”) as part of the registration process to access the Gupshup Content, or as part of your continued use of the Gupshup Content.
- You agree that any registration information you give to Gupshup will always be accurate and up to date, and you agree to promptly notify Gupshup of any changes in your Account Information.
USE OF GUPSHUP CONTENT
Right to Access and Use of Gupshup Content.
Subject to these Terms, Gupshup grants you a limited, revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Gupshup Content and Gupshup Platform, solely to the extent necessary for you to host and create bot (s) that operate solely in connection with your Devices and/or Applications.
You will access (or attempt to access) an API or other Gupshup Content only as expressly permitted by these Terms and the means described by Gupshup in the documentation, instructions, or features available based on Your Usage (as defined below).
Gupshup may set limits on the number of API calls that you can make at its sole discretion, for example in the interest of service stability, or, without limiting the foregoing, in accordance with limits based on your free or paid subscription usage (“Your Usage”) of the Gupshup Platform. Gupshup may throttle your activity or cease offering you access to the APIs altogether in Gupshup ’ sole discretion. You agree to such limitations and will not attempt to circumvent such limitations.
Fees, API limits, and access to other features may vary depending on Your Usage. The limits, features, and fees owed for each available paid plan (“Subscription Plan(s)”) are set forth at Gupshup ’ website www.gupshup.io and are subject to change without notice. You acknowledge and agree to pay all fees, as due, for the full-term of the subscription, regardless of whether the subscription is cancelled prior to expiration or termination of these Terms. No refunds will be given for any reason, including, but not limited to, unused Services, regardless of whether the subscription is cancelled prior to expiration or termination of these Terms. You must provide Gupshup notice of any billing issues or disputes within fifteen (15) days after they first appear on the statement you receive from your bank, credit card company, or other billing company or invoicing. Failure to notify Gupshup of any billing issues within the fifteen (15) day period will result in your acceptance of the charges and you waive the right to dispute such charges. Failure to pay fully and promptly may result in the deactivation of your account until payment is successfully received.
Open Source Software.
Some of the software offered by or included in the Gupshup Content may be offered under an open source license. There may be provisions in the open source license that expressly override some of these Terms, and in those cases, the overriding provisions apply.
We do not guarantee the accuracy of any Gupshup Content, including any output generated in connection with your use of the Gupshup Content or Gupshup Platform. You acknowledge and agree that you use and rely on the Gupshup Content and the Gupshup Platform at your own risk, and that Gupshup will not be liable for any errors or inaccuracies of any Gupshup Content or the Gupshup Platform.
Gupshup may, but is under no obligation to, monitor the use of the Gupshup Content to ensure quality, improve Gupshup products and services, or verify your compliance with these Terms. You will not interfere with such monitoring.
Compliance with Law.
You will use our APIs and other Gupshup Content and the Gupshup Platform only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the APIs or other Gupshup Content to encourage or promote illegal or dangerous activity. You also will require any end users of your Devices or Applications ("End Users") to comply with any applicable law and these Terms. You will not knowingly enable your End Users to violate applicable law or these Terms.
When using any Gupshup Content and/or the Gupshup Platform, unless otherwise approved in writing by Gupshup , the following prohibitions apply:
- You will not use the APIs or other Gupshup Content on behalf of any third party, unless such third party has expressly authorized you to access and use the Gupshup Content under its account.
- You will not copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the Website(s), APIs, other Gupshup Content, or the Gupshup Platform.
- You will not create an Application that functions substantially the same as the APIs or other Gupshup Content and offer it for use by third parties.
- You will not use the Gupshup Content or Gupshup Platform in connection with any Device or Application that is targeted to children under the age of eighteen (18).
- You will not use the Gupshup Content or Gupshup Platform in connection with providing any adult entertainment oriented or otherwise pornographic services.
- You will not perform an action with the intent of introducing to the Website(s), Gupshup Content, or Gupshup Platform or the applications or products of any third party, any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
- You will not use the Gupshup Content or Gupshup Platform, or access or control any customer accounts, products, devices, or applications in a manner that could cause harm, damage, or loss to any individual, or otherwise harm, defame, abuse, harass, stalk or threaten others or allow or encourage any third party to do so.
- You will not use the APIs, other Gupshup Content, or the Gupshup Platform in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Gupshup ' sole discretion) to Gupshup, its service providers, its suppliers, end users of the Gupshup Platform, End Users, or any individual or entity.
- You will not use the APIs, other Gupshup Content, or the Gupshup Platform in connection with any inherently dangerous objects, devices, materials, or situations, or in furtherance of any activities likely to cause harm to any individual or property.
- You will not: (i) interfere with or disrupt the Website(s), Gupshup Platform, the APIs, or the servers or networks providing the APIs; (ii) tamper with the security of the any of the hardware, software or networks used by Gupshup to make the Website(s), Gupshup Content, or Gupshup Platform available or tamper with any customer accounts; (iii) disable, circumvent or avoid any security device, mechanism, protocol or procedure established by Gupshup ; or (iv) permit others to do any of the foregoing.
Gupshup reserves the right to investigate any Device or Application for compliance with these Terms. Such investigations may include Gupshup accessing and using your Device or Application, for example to identify stability or security issues that could affect Gupshup or its customers. You consent to any such investigation. Gupshup may immediately suspend or terminate access to the Website(s), APIs, other Gupshup Content, and the Gupshup Platform by you or your Device or Application without notice if we believe, in our sole discretion, that you are in violation of these Terms or otherwise.
PRIVACY AND SECURITY
- Security. We care about the integrity and security of your Customer Data and personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Gupshup Content, the Gupshup Platform, or any authorized or unauthorized use of your Device or Application.
We respect content owner rights; it is Gupshup ’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"), as provided in our DMCA Policy.
OWNERSHIP AND LICENSE
Your Bots, Devices, Applications, and Customer Data.
Gupshup does not acquire ownership of your Bots, Devices, Applications, or Customer Data by your use of the APIs or other Gupshup Content. You represent and warrant that you have the necessary rights to provide all Customer Data, including without limitation, End User Data and Account Information, and other information you make available in connection with your use of the Gupshup Content and/or the Gupshup Platform and to grant all rights and licenses under these Terms. Without limiting the foregoing, if you are using the Gupshup Content or Gupshup Platform on behalf of your employer or any third party, you represent and warrant that your employer or such third party has expressly authorized you to make available and use any content, data, or information that you use or make available in connection with your use of the Gupshup Content and/or Gupshup Platform. You further represent and warrant that your Customer Data (including, without limitation, End User Data and Account Information), Applications, and/or Devices, and any use thereof in connection with the Gupshup Content or Gupshup Platform will not violate the rights of any third party, including but not limited to, intellectual property rights, trade secret rights or other proprietary rights, or rights of privacy, or violate any applicable laws, rules, or regulations.
Customer Data Rights and License.
Gupshup Content and Gupshup Platform.
By using our Website(s), APIs, other Gupshup Content, or Gupshup Platform, you do not acquire ownership of any rights in our Website(s), APIs, other Gupshup Content, the Gupshup Platform, or any data, content or information that is transmitted or accessed through our APIs, including without limitation, any Libraries, Bots, AIML code, bot logs, or other data provided by Gupshup or other Gupshup users. Except for your Customer Data, as between you and Gupshup , the Gupshup Content, the Gupshup Platform, and all data, content, and information that is contained in or transmitted or accessed through our APIs and/or the Gupshup Platform, including, without limitation, software, Libraries, Bots, AIML code, machine learning models, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and data belonging to other users, and all intellectual property rights related thereto, are the exclusive property of Gupshup and its licensors.
If we receive any feedback, suggestions, ideas, reports, or other information relating to any Gupshup Content or any Gupshup products or services, we may use such information without obligation to you.
Restrictions; Retained Rights.
The Website(s), Gupshup Content, and Gupshup Platform are protected by United States intellectual property laws, including without limitation copyright laws, and international treaty provisions. You will not remove or alter any proprietary notices or marks on any Gupshup Content or the Gupshup Platform. You will not reverse engineer or attempt to extract the source code from any API, other Gupshup Content, the Gupshup Platform, or any related software, except to the extent that this restriction is expressly prohibited by applicable law. You also will not sublicense, lease, rent, loan, distribute, sell, transfer or make available the APIs or other Gupshup Content or the Gupshup Platform to any third party except as specifically permitted by these Terms. Gupshup Content is licensed and not sold. Gupshup reserves all rights not expressly granted in these Terms.
We reserve the right to modify or update the Website(s), Gupshup Content and/or Gupshup Platform at any time, for any reason, and without notice to you. If Gupshup makes updates, revisions, breaking changes or in any way modifies an API or other Gupshup Content, you agree that you are solely responsible for making changes to your Device or Application to ensure continued service for your End Users. We are constantly changing and improving our APIs and other Gupshup Content. We may add or remove functionalities or features at our discretion, for any reason, and we do not guarantee that your Device or Application will function with any future or modified versions of any Gupshup Content or the Gupshup Platform.
BRANDING AND ATTRIBUTION
Except where expressly stated, these Terms do not grant either party any right, title or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, "Marks").
You agree to display any at tribution(s) required by Gupshup as described in any documentation for the APIs or other Gupshup Content. Gupshup grants to you a limited, freely revocable, nontransferable, non-sub licenseable, nonexclusive license during the term of your subscription to display Gupshup ’ Marks solely for the purpose of promoting or advertising your use of the APIs and other Gupshup Content. You must only use the Gupshup Marks in accordance with these Terms. You understand and agree that Gupshup has the sole discretion to determine whether your attribution(s) and use of Gupshup Marks is in accordance with the above requirements and any applicable guidelines.
You will not make any statement regarding your use of an API that suggests partnership with, sponsorship by or endorsement by Gupshup without Gupshup prior written approval.
Promotional and Marketing Use.
In the course of promoting, marketing, or demonstrating the APIs you are using, Gupshup may produce and distribute incidental depictions, including screenshots or other content from your Application or Device, and may use your company or product name and logos. You hereby grant Gupshup all necessary rights for these purposes.
You may change Your Plan or stop using our APIs and other Gupshup Content at any time. If you want to terminate your account and these Terms, you must email us at firstname.lastname@example.org and inform us of your intention to cancel your account ("Termination Notice") atleast 30days in advance. You may download a copy of your Bot (s), i.e., AIML and Other Files, through the available online interfaces at any time prior to cancelling or deleting your account or within 30 days therein. Subject to the post-termination obligations and the surviving provisions set forth in these Terms, upon our written acknowledgement of our receipt of your Termination Notice, these Terms will terminate.
Gupshup has the right to immediately terminate these Terms or discontinue your use of the Website(s), Gupshup Platform, the APIs and other Gupshup Content or any portion or feature thereof for any reason and at any time without liability or other obligation to you. Upon any termination or expiration of these Terms or discontinuation of your access to any Gupshup Content, you must immediately cease all use of the Gupshup Platform, any Gupshup Content (including the APIs), and Gupshup Marks and delete all copies thereof.
When these Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 3 – 8, 10, and 11, 12- 14
THE GUPSHUP CONTENT AND GUPSHUP PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE GUPSHUP CONTENT AND GUPSHUP PLATFORM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GUPSHUP CONTENT AND GUPSHUP PLATFORM ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WITH OR THROUGH THE GUPSHUP CONTENT OR GUPSHUP PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, GUPSHUP , ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE GUPSHUP CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE GUPSHUP CONTENT OR GUPSHUP PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE GUPSHUP CONTENT OR GUPSHUP PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE GUPSHUP CONTENT OR GUPSHUP PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE GUPSHUP CONTENT OR GUPSHUP PLATFORM IS DOWNLOADED AND USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE GUPSHUP CONTENT OR GUPSHUP PLATFORM.
YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA AND YOUR FILES, AND MUST NOT RELY ON US TO STORE, BACKUP, OR MAKE AVAILABLE TO YOU YOUR DATA OR YOUR FILES, INCLUDING BUT NOT LIMITED TO BOTLOGS, AIML AND OTHER FILES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GUPSHUP, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE GUPSHUP CONTENT OR GUPSHUP PLATFORM. UNDER NO CIRCUMSTANCES WILL GUPSHUP BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE GUPSHUP CONTENT OR GUPSHUP PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUPSHUP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE GUPSHUP CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE GUPSHUP CONTENT OR GUPSHUP PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE GUPSHUP CONTENT OR GUPSHUP PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE GUPSHUP CONTENT OR GUPSHUP PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY GUPSHUP CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY GUPSHUP CONTENT OR OTHER CONTENT OR DATA TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE GUPSHUP PLATFORM; AND/OR (VII) CUSTOMER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL GUPSHUP , ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING LOWER OF THE AMOUNT YOU PAID TO GUPSHUP HEREUNDER IN THE THREE (3) MONTHS PRIOR TO THE DATE THE LAST CAUSE OF ACTION AROSE OR USD 100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GUPSHUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
In using the Gupshup Content and Gupshup Platform, you must design and test your Devices and Applications to ensure that your Devices and Applications do not present risks of personal injury or death, property damage, or other losses. You must implement all reasonable security measures to ensure that no third party may gain unauthorized access to the Gupshup Platform or Gupshup Content. If you choose to use the Gupshup Content or Gupshup Platform in any way, you assume all risk that your use of the Gupshup Content or Gupshup Platform causes any damage, harm, injury, or loss, including without limitation to any End Users or other individuals or property. You agree that you are solely responsible for any damage, harm, injury, or loss arising from or relating to your Device or Application or your use of any Gupshup Content or the Gupshup Platform, and you agree to hold us harmless from all such damage, harm, injury, or loss.
You agree to defend, indemnify and hold harmless Gupshup and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or related to: (i) your use of and access to the Gupshup Content (including the APIs) or Gupshup Platform, including any data or content transmitted or received by you; (ii) your violation or alleged violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) any violation of any third-party right, including without limitation any right of privacy or intellectual property rights, by you, your Customer Data, Device, or Application, or any use thereof; (iv) your violation of any applicable law, rule or regulation; (v) any of your Customer Data or any that is transmitted via your account; (vi) any personal injury or property damage arising from or relating to your use of the Gupshup Content or Gupshup Platform or any authorized or unauthorized use of your Device or Application; or (vii) any other party’s access and use of the Gupshup Content or Gupshup Platform with your unique username, password or other appropriate security code.
OTHER LEGAL TERMS AND CONDITIONS
These Terms do not impair Gupshup right to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by you.
Our communications to you may contain Gupshup confidential information. If you receive any materials or communications that are clearly confidential or marked confidential, then you will not disclose the Gupshup confidential information to any third party without Gupshup’s prior written consent.
Notifications and Modification.
Gupshup may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Gupshup in our sole discretion. Gupshup reserves the right to determine the form and means of providing notifications to our users. Gupshup is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Gupshup may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Gupshup Content or Gupshup Platform after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these Terms or any future Terms of Service, do not use or access (or continue to access) the Gupshup Content or Gupshup Platform.
You understand and agree that the Gupshup Platform is not HIPPA compliant and such compliance is not expected to be included within the Services unless otherwise agreed in writing.
These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in USA, California for any actions for which we retain 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 our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that USA, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM GUPSHUP. For any dispute with Gupshup, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Gupshup has not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), shall be referred to a panel of 3 Arbitrators in accordance with Arbitration and Conciliation Act, 1996 or any statutory modifications or re-enactment thereof for the time being in force. The language of the arbitration shall be English. The venue of such arbitration shall be at Mumbai and the award of the Arbitrator shall be binding on both the parties. If you are using the Gupshup Content or Gupshup Platform for commercial purposes, each party will be responsible for paying any Arbitration filing, administrative and arbitrator fees in accordance with rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Gupshup Content or Gupshup Platform for non-commercial purposes: (i) Gupshup may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from Gupshup; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Gupshup from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
Class Action/Jury Trial Waiver.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE GUPSHUP CONTENT OR GUPSHUP PLATFORM FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND GUPSHUP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
General Legal Terms.
These Terms control the relationship between Gupshup and you. They do not create any third party beneficiary rights. If the Gupshup Content or Gupshup Platform is licensed to the United States government or any agency thereof, then the Gupshup Content and Gupshup Platform will be deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212, as applicable.
Any use, reproduction, release, performance, display or disclosure of the Gupshup Content or Gupshup Platform and any accompanying documentation by the U.S. Government will be governed solely by the terms and conditions of these Terms and is prohibited except to the extent expressly permitted by the terms and conditions of these Terms. The Gupshup Content and Gupshup Platform originate in the United States, and are subject to United States export laws and regulations. The Gupshup Content and Gupshup Platform may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Gupshup Content and Gupshup Platform may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Gupshup Content and the Gupshup Platform.
No waiver of any term of these Terms shall constitute a further or continuing waiver of such term or any other term, and Gupshup failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Gupshup without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
These Terms, together with any amendments and any additional agreements you may enter into with Gupshup in connection with the Gupshup Content or Gupshup Platform, shall constitute the entire agreement between you and Gupshup concerning the Gupshup Content and Gupshup Platform.
If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
Please contact us at firstname.lastname@example.org with any questions regarding these Terms.
LAST REVISION DATE
This Policy was last revised on April 16.
DMCA- Digital Millennium Copyright Act
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Website, the Gupshup Content, or the Gupshup Platform, please notify Gupshup copyright legal as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Gupshup Platform;
- Information reasonably sufficient to permit Gupshup to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Gupshup and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Gupshup’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Gupshup has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. Gupshup may also at its sole discretion limit access to the Gupshup Platform and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.