Effective date: 5/1/2020, Last updated: 5/10/2020
Each party represents that it has validly entered into the Agreement and has the legal power to do so, and represents and warrants to the other that (a) the Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of the Agreement; and © the execution, delivery, and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound, or any applicable law or regulation.
In the event of any conflict between the Agreement and any Addendum thereto, the provisions of the Agreement take precedence.
Parties to the Agreement are bound by the following provisions.
The following terms shall have the meanings specified below:
“Account,” “License” - means any account created by the Customer subscribing to Services.
“Agent” means a named user(s) in the Service employed by the Customer to operate Services for or on behalf of the Customer.
“Confidential Information” means all information, whether written or oral, provided by the disclosing party to the receiving party and which (i) is known by the receiving party to be confidential; (ii) is marked as or stated to be confidential.
“Company,” “We” , “Us” (or “Provider” in the Data Protection Addendum) means Spicyfy Ventures LLC The worldwide corporate headquarters and principal office of the Company shall be Dallas, Texas.
“Customer,” “You” (or “Client” in Addendums to the Agreement) means any user, person, or entity who creates an account and uses Services supplied by the Company under the Agreement.
“Documents” means any relevant document that is, or may be, related to the Agreement, including, but not limited to, applicable Addendum(s).
“Personal Data/Personal Information” means personal data within the meaning of the Regulation (EU) 2016⁄679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (The General Data Protection Regulation – GDPR), processed by Spicyfy Ventures LLC (or a
“Services” means the services and products supplied by the Company to the Customer under the Agreement.
“Third Party Service Provider” means any third party that collects, process, and/or uses Personal Information under the instruction of Spicyfy Ventures LLC including any consultant, representative, advisor, or independent contractor (including
“Visitor” means any person who is visiting/browsing any website where Spicyfy Ventures LLC Services are installed.
All terms derived from General Data Protection Regulation, such as “Commission,” “Controller,” “Data Subject,” “Member State,” “Personal Data,” “Personal Data Breach,” “Processing,” or “Processor,” should be understood in line with their regular meaning coming from the regulation.
1.On principles set out in these Terms and Conditions, Spicyfy Ventures LLC renders the following Services: RoboChat, Robochat.ai or via mobile applications.
3.Customer’s access to the Internet is not the subject of the Agreement. The Customer bears sole responsibility for the functionality of its Internet access, including the transmission paths and its own hardware.
4.Please keep in mind that Spicyfy Ventures LLC may modify the provisions of the Agreement, and only those currently visible on our website are up to date and binding. However, modifications shall not adversely affect the main provisions of the Agreement, such as terms of payment or termination of Services. Such changes shall take place with prior explicit notification to the Customer at least thirty (30) days before the change implementation and, if not clearly rejected within (seven) 7 days after the notification, are treated as accepted. Therefore, we encourage you to periodically familiarize yourself with the currently effective Terms and Conditions version on our Internet websites.
5.Further use of Services, after explicit notification of changes by Spicyfy Ventures LLC and in the absence of Customer rejecting such changes, after additional modifications in the Terms and Conditions have been implemented, shall constitute the consent to accept these modifications. Refusal to accept these modifications shall preclude the Customer from using the Services.
6.Spicyfy Ventures LLC provides the Customer with access to ordered software available on the following websites: wishu-app.com for the term specified in the Agreement. The software used by the Customer in accordance with its application and purpose defined in the Agreement, available on the following websites: https://robogenxi.ai and provided by Spicyfy Ventures LLC shall be deemed Services.
7.The usage of any new Services available on the aforementioned websites, after the Customer has accepted the Terms and Conditions, shall be subject to its provisions.
8.Spicyfy Ventures LLC is exclusively entitled to add, change, remove, and adapt the functionality, the use, subject matter, and the range of particular Services, including the software provided, its contents, and its nature; as well as to cease rendering the Services, in particular, in the event of further development of the Services offered by the Company.
Access and the use of Services
9.Spicyfy Ventures LLC Services are exclusively designated for business use and must be used only in accordance with their contractual intended purpose, aim, and the Agreement. Detailed guidelines concerning the proper use of the Services are described in the Acceptable Use Policy section below.
10.Spicyfy Ventures LLC Services can be accessed solely by logging in to the Service on a particular website. Spicyfy Ventures LLC provides the Customer with the login data required for the identification and authentication of named users in the Service (except Services in which Agents are not required). The Customer is
not permitted to transfer login data to third parties other than defined. New and/or additional users will be notified by the Customer to Spicyfy Ventures LLC in advance so that individual login data can be provided to each user and, if necessary, the fee calculation can be adjusted.
11.Every Customer is assigned a particular password and login (or other credentials) which must not be used by third parties without the Customer’s explicit consent. The Customer is solely responsible for the proper protection and storage of their password and login (credentials). The login data for the Services may not be passed on or used by several persons at the same time. Access to, and use of, the Services is restricted to the specified number of individual Agents permitted under the Customer subscription to the applicable
Service. The Customer agrees and acknowledges that each Agent’s credentials shall only be used by one (1) designated individual Agent. The Customer further agrees and acknowledges that an Agent’s credentials cannot be shared or used by more than one individual, but that Agent’s credentials may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. The Customer and its Agents are responsible for maintaining the confidentiality of all of the Agent credential information for the Customer Account.
12.The Customer must be at least 13 years of age to be able to register and to access his or her Account. Spicyfy Ventures LLC does not knowingly provide Services to any person under the age of 13.
13.The Customer undertakes to use the Services exclusively for its own purpose and in a manner consistent with the currently effective law and the Agreement.
14.The Customer is full responsibility for any and all contents, phrases, and entries added to the network in connection with the use of offered Services.
15.The Customer is responsible for compliance with the provisions of the Agreement by Agents and
16.The Customer understands and has become familiar with the technical requirements necessary to use the Services and has no objections in respect thereof. The Customer is aware of risk and threats connected with electronic data transmission.
17.Spicyfy Ventures LLC reserves the right to access Customer accounts for technical and administrative purposes and for security reasons. The information obtained in such a manner shall not be processed or made available to any third parties unless required by the Customer or the provisions of law.
18.The Customers of Spicyfy Ventures LLC Service declares that they will not use the Service in a way that may constitute a violation of laws.
19.Violation of the Agreement, applicable laws, or generally accepted norms and rules shall lead to the termination of the Agreement.
20.The Customer is responsible for providing valid and current Account information and the Customer agrees to promptly update its Account information, including payment
information, with any changes that may occur (for example, a change in the Customer billing address or credit card expiration date).
Acceptable Use Policy
21.This Acceptable Use Policy applies to Spicyfy Ventures LLC Services accessible through wishu-app.com, robogenix.chat, mobile versions, and successive URLs related to the domain or subdomain.
22.The Customer understands and agrees that Spicyfy Ventures LLC shall have no responsibility or liability whatsoever for any and all data and content provided by the Customer. In particular and without limitation, the Customer may not:
a.Hinder the functioning of Services, especially in the form of reverse engineering or hacking the Services, attempting to gain unauthorized access to the Services (or any portion thereof), or related systems, networks, or data;
b.Use the Services in a way contradictory to the Agreement and causing a real danger for Spicyfy Ventures LLC For example, using the Services to generate or send unsolicited communications or communication judged to be spam, or otherwise cause Spicyfy Ventures LLC to become impaired in its ability to provide the Service;
c.Misrepresent or mask the origin of any data, content, or other information you submit. For example, by “spoofing,” “phishing,” manipulating headers or other identifiers, impersonating anyone else, or access the Services via another
Customer’s account without their permission;
d.Use the Services in a way which violates the rights of other individuals or laws;
e.Promote or advertise products or services different from the one belonging to the Customer without legal basis;
f.Sublicense, license, sell, lease, rent, or otherwise make available the Services or provide access to any third party;
g.Copy, translate, disassemble, decompile, reverse engineer, or otherwise modify the Services in whole or in part, or create derivative works based thereon;
h.Use the Services in any manner that is contrary to applicable law, including, without limitation, the unlawful usage of data, and transmitting information or data that is unlawful or infringes any copyright, patent, trademark, trade secret, or other intellectual property rights of others;
i.Endanger, interfere, compromise or circumvent the privacy, use, and/or security of the Service, including, without limitation, submitting data or content that may contain viruses or other harmful components; or
j.Breach any duty toward, or rights of, any person including, without limitation, rights of publicity or privacy, or take actions that can otherwise result in consumer fraud, product liability, tort, breach of contract, injury, or damage or harm of any kind to any person;
k.Use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
l.Allow or encourage anyone else to commit any of the actions listed above.
23.As a condition of using the Services, Customer’s instructions for the Processing of
Personal Data shall comply with Data Protection Laws and Regulations. The Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. The Customer shall (a) as required by applicable law, provide notice to its customers
(d)use the Services only in compliance with applicable law.
24.All information, data, text, software, graphics, commentary, video, messages, or any other materials submitted by using the Service, (collectively, “Data”), is the property of the Customer. The Customer is solely responsible for Data collected, submitted, and generated by the Services. Spicyfy Ventures LLC is not responsible for the way the Customer uses the Services and Data.
25.The Customer acknowledges and agrees that in providing the Services, the Company will engage
26.The Customer is responsible for procuring and maintaining the network connections that connect Your network to the Services, including, but not limited to, browser software that supports protocols used by the Company and to follow the Company’s procedures for accessing Services. We are not responsible for notifying Customer, Agents, or
27.The Customer shall prevent unauthorized access by third parties to the Service and shall also oblige its employees and Agents to comply with this obligation.
28.The use of offered Services available on the websites listed above is free of charge for the first several weeks depending on the Services (free trial period).
29.After the free trial period ends, if the Customer wishes to continue using the Services, the Customer will be requested to make a payment according to the currently effective price list placed on the individual website.
30.All payments shall be
31.Lack of payment means resignation from the provided Services.
32.The receipts for all payments will be provided electronically and stored in the product as PDF files.
33.The Customer is responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes to such information.
34.The Customer shall be given a
35.In addition, Spicyfy Ventures LLC may change the remuneration with prior notice, including, without limitation, in the event of further development and/or the expansion of the Services offered by Spicyfy Ventures LLC .
36.Unless expressly agreed otherwise, all amounts stated in the Agreement or the price list are exclusive of all duties or taxes. The Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, or charges of any kind imposed by federal, state, or local governmental entities on amounts payable by the Customer.
37.Regardless of the billing cycle, the Company provides no refunds, no right of
38.There will be no exceptions in order to treat all Customers equally and to keep our administrative costs low for the ultimate benefit of our Customers.
39.Details for the trial account, paid subscription, and canceling the account are as follows: a. Trial Services
i.After signing up, the Customer gets a new,
ii.The free Trial Services are provided
free Trial Services will be uninterrupted, secure, or free from error, and © usage data provided through the free Trial Services will be accurate;
iii.The Customer agrees that the Company will not be liable to Customer or any third party arising out of, or in connection with, free Trial Services. In particular, the Company shall have no indemnification obligations, nor liability of any type, with respect to the free Trial Services unless such exclusion of liability is not enforceable under applicable law, in which case the Company’s liability with respect to the free Trial Services shall not exceed $1,000.00;
iv.Notwithstanding anything to the contrary in sections ii. and iii. above, the Customer shall be fully liable under the Agreement to the Company for any damages arising out of Customer’s use of the free Trial Services, any breach by Customer of the Agreement, and any of Customer’s indemnification obligations hereunder.
Once the Customer decides to subscribe, we need the Customer to provide its credit card details, however, we will not charge the Customer immediately after submitting its valid details, but upon the end of its free trial. We do not offer refunds on already processed payments – this policy is the same for all Customers – and the Customer is responsible for all charges in its subscription.
40.The Agreement shall be concluded for the term specified by the Customer (Subscription Period). The term of the Agreement shall automatically renew for additional periods equal to the expiring Subscription Period unless the Customer closes its account or either Party terminates the Agreement.
41.The Customer is responsible for closing its account and may close it at any time. Account closing means that the further use of Services with the use of the current password and login shall no longer be possible and after closing the Customer Account, it will stop working immediately.
42.Spicyfy Ventures LLC shall, at the prior written request of the
Customer, delete the Customer’s Personal Data within (thirty) 30 days.
43.Closing the account by the Customer before the end of Subscription Period for which a payment has been made does not obligate Spicyfy Ventures LLC to refund the amount for the unused period.
44.Spicyfy Ventures LLC reserves the right to close the Customer’s account and terminate the Agreement anytime without prior notification to the Customer in case of breaching provisions of the Agreement or in the event of illegal use of the furnished Services. Spicyfy Ventures LLC shall not be liable for any damages suffered by the Customer,the
45.The Agreement will terminate simultaneously and automatically with the termination of any of the Addendum(s) unless otherwise mutually agreed by Parties.
Data Protection Compliance
46.In order to fulfill the contractual obligations of the Services, there will be the processing of personal data for the Customer. Spicyfy Ventures LLC is dedicated to providing data protection and to promote compliance with rules set forth by, among others, the European Union.
47.The Customer shall comply with Data Protection Laws and Regulations, including, without limitation, to be authorized to pass on personal data to Spicyfy Ventures LLC for the purposes stipulated in the Agreement. If the European
Union’s General Data Protection Regulation (EU/2016/679) (GDPR) applies to personal data that Spicyfy Ventures LLC processes on behalf of Customer as a data processor in the Services, then the Agreement shall be supplemented by the General Data Protection Compliance form available through this link. Upon execution by the Customer, the DPA is hereby incorporated by reference herein into the terms of the Agreement.
48.Any observation or breach of data protection may be reported via email@example.com (or via support
49.Spicyfy Ventures LLC will never sell, rent, or lease Customer service data to any third party. We will not share Customer service data with third parties, except as permitted by the Agreement and in order to provide, secure, and support the Services.
Insofar as Spicyfy Ventures LLC receives personal data from the Customer, employees of the Customer, as well as the Customer’s
50.Spicyfy Ventures LLC guarantees the highest quality of its operations to ensure accessibility and continuity of offered Services in accordance with their use and purpose.
51.Spicyfy Ventures LLC does not guarantee the compatibility of offered
Services with other producers’ software. The Customer shall bear responsibility for the choice and consequences following from the use of other software, including its applicability to the Customer’s objectives. Please be aware that due to the complexity of
52.Spicyfy Ventures LLC shall bear no liability in particular for: a. all negative consequences being the result of force majeure;
b.phrases and entries added to the network by the Customer and
c.unlawful and inconsistent with the Agreement usage of Services;
d.disturbances in accessibility of offered Services not caused by Spicyfy Ventures LLC.
e.damages suffered by the Customer,
f.damage incurred by the Customer,
g.damages caused by the Customer or the impossibility to use Services, incidental and consequential damages, including damage actually suffered, the loss of expected profits/benefits, data loss, damage or computer crash, the costs of substitute equipment and software,
53.Spicyfy Ventures LLC advises the Customer that restrictions or impairments of the Service may arise which are beyond the control of Spicyfy Ventures LLC, including, without limitation, actions of third parties who do not act on behalf of Spicyfy Ventures LLC, force majeure, fires, strikes, accidents, and technical conditions beyond the control of Spicyfy Ventures LLC, e.g. the Internet. The hardware, software, and technical infrastructure used by the Customer can also influence the Services. Any delay or default affecting the availability, functionality, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement;
54.The Company shall, at its sole discretion, repair or
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND ROBOCHAT’S ENTIRE
LIABILITY FOR ANY BREACH OF THE LIMITED GUARANTEE SET FORTH IN THIS SECTION.
55.Liability. The Company shall be liable for any direct damage caused to the Customer due to the
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 but will not limit Customer’s and its affiliates’ payment obligations under the Agreement.
56.The Customer agrees to the following limitation of liability to the extent permitted by applicable law: the Customer expressly understands and agrees that the Company shall not be liable to the Customer for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Services; (b) statements or conduct of any third party on or in the Services; or © any other matter relating to the Services.
58.If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
59.Governing Law. The Agreement shall be governed by the laws of the State of Massachusetts, United States of America, without giving effect to any principles of conflicts of law. The sole and exclusive jurisdiction and venue for any suit, action, or proceeding arising out of the Agreement shall be an appropriate federal or state court located in the State of Massachusetts, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum