Terms of Service
Revision Date: June 5, 2013
The following terms and conditions, as well as any future modifications (the “Terms”) are a contract between you or your company (“you” or “your”) and Habla, Inc., a Delaware corporation (“Olark,” “we,” “us,” or “our”) governing your use, and Olark’s provision, of the Services (as defined below). By using Olark’s software applications, application programming interfaces, Olark Webhooks, communication services, networks, and websites, including, but not limited to www.olark.com, help.olark.com, (collectively, the “Services”), you acknowledge that you have read, understood, accept and agree to be bound by the most recent version of these Terms.
You may review the most current version of the Terms at any time on the Olark website at http://www.olark.com/pages/tos (“Term Page”). Olark reserves the right to update and change the Terms from time to time without notice, effective immediately, by posting the updated Terms on the Term Page. Your continued use of the Services after any such changes shall constitute consent to such changes. You agree to review the Terms periodically to be aware of any such revisions. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE, OR CEASE YOUR USE OF, THE SERVICES.
Grant of Limited License
Subject to your compliance with the Terms including, without limitation, maintaining your registration with current and accurate information and the prompt payment of applicable fees, Olark hereby grants you a non-exclusive, non-transferable, revocable, worldwide license to access and use the Services. All rights not expressly granted to you are reserved by Olark and its licensors.
Without explicit permission from Olark, you may not
- use Olark’s trademarks or service marks;
- alter, modify, obscure, or remove Olark’s trademarks from the Services;
- alter, modify, or obscure the Services;
- either explicitly, implicitly, or through acts of omission, represent yourself as acting on behalf of Olark; or
- either explicitly, implicitly, or through acts of omission, represent yourself as a partner, affiliate, reseller, employee, contractor, vendor, advisor, or counsel of Olark.
Olark reserves the right to charge fees for your use of the Services, as described during the account registration process or when making changes to your account plan (“Fees”). You agree to pay such Fees in accordance with the terms set forth in such account registration or change to account plan. Olark is not obligated to provide refunds or credits for partial months or years of the Services, upgrades or downgrades, or unused time during your subscription.
All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties associated with your use of the Services, other than on Olark’s income. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you herein.
Olark reserves the right, in Olark’s sole discretion, to change published prices without notice. Furthermore, we reserve the right to change the Fees for the Services tied to your account upon thirty (30) days advance notice of the applicability of such change to the Fees.
Modifications to the Services
Olark reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Olark shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
- You must be legally able to enter into these Terms in your jurisdiction, such as being older than the minimum age of consent to enter into contracts.
- You must be a natural person or a natural person representing a company, association or other organization. Accounts registered by “bots” or other automated methods are in violation of these Terms and will be immediately terminated.
- You must provide a valid email address and truthfully provide any other information requested in order to complete the signup process (“Registration Data”) and provide prompt updates to the Registration Data in the event of any changes.
- You must not impersonate nor misrepresent your identity or affiliations with other persons or entities.
- You are responsible for maintaining the security of your account and password. Olark shall not be liable for any loss or damage from your failure to comply with this security obligation. You are liable for any acts or omissions made using your login and password.
- You must not intentionally and maliciously disrupt the reasonable enjoyment of others using the Service.
- If your use of the Services causes undue stress on the Services and the systems running the Services, Olark reserves the right to limit or disable your access to the Services without notice.
- Verbal, physical, written or other abuse (including threats of abuse or retribution) of any customer, employee, member, or officer of Olark will result in immediate account termination.
- You may not forge or manipulate headers, data, or network protocols to disguise the origin of Content or otherwise disrupt the intended use of the Services.
You are responsible for all materials, including without limitation, information, data, text, software, music, sound, photographs, graphics, video, and email messages or other kinds of messages posted, received or sent through the Services (collectively “Content”) and for all activity that occurs under your account, whether done so by you or any user of the Service who is chatting with you.
We have the right, but not the obligation, to remove content that we determine in our sole discretion to be “Offensive Content” as defined below. We also have the right, but not the obligation, to limit or revoke the use privileges of anyone who posts such content or engages in unacceptable behavior on or through the Services.
Unfortunately, we cannot control all content posted by third parties to the Services. You agree to use the Services at your own risk. You understand that by using the Services you may be exposed to content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will Olark be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content. You understand that you must evaluate and bear all risks associated with the use of any content, including any reliance on the content, integrity, and accuracy of such content. If you would like to report objectionable materials, you may contact us at email@example.com.
You may not post any unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, or that violates any of these the Terms (“Offensive Content”). Examples of such Offensive Content include, but are not limited to:
- abuse, harassment, threats, flaming or intimidation of any person or organization
- engaging in or contributing to any illegal activity or activity that violates others’ rights
- use of derogatory, discriminatory or excessively graphic language
- providing information that is false, misleading or inaccurate
- hacking or modifying the Services to falsely imply an association with Olark
- engaging in or contributing to any activity that maliciously degrades the Services
- implying or pretending to be affiliated with a company or organization with which you are not affiliated, or misrepresenting the extent of your affiliation or role with an affiliated company or organization
- disclosing personal login information, including, but not limited to passwords without the express permission of the individual or organization who provided it to you
- transmitting worms, viruses or harmful software
- sending spam, unsolicited mail, junk mail or chain letters
- disclosing personal or proprietary information of another user, person or organization
- altering the Service’s user interface in a way that removes access to any part of the Service’s functionality and/or inhibits access to or the display of advertisements
- collecting the content or information belonging to our users or Olark, or otherwise accessing the Services, using automated means (such as harvesting bots, robots, spiders or scrapers) without our permission
- soliciting log in information or accessing the account of another user of the Services
- promoting, condoning, endorsing, distributing, publishing, or posting any material that solicits money, funds or people on websites or other properties that belong to Olark
- aiding in the use of the Services for purposes of advertisement or solicitation for commercial goods or services on websites or other properties that belong to Olark
- harassing, annoying, intimidating or threatening users of the Services or employees or agents of Olark
- removing or altering, visually or not, any copyrights, trademarks, or proprietary marks and rights owned by us
- forging, manipulating or plagiarizing messages, communications, headers or identifiers to imply an association with us or the Services
- posting, publishing, displaying or transmitting in any way proprietary information, copyrighted material and trademarks not belonging to you, without the prior written consent of the owner of such rights
- posting content that advocates, endorses, condones or promotes harassment of others, or content that actively or indirectly harasses others
- posting content that is offensive and harmful, including but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or any group of individuals
- posting content that provides materials or access to materials that exploits people under the age of 18 in an abusive, violent or sexual manner
- posting content that solicits personal information or any information from anyone under the age of 18
- posting content that uses, promotes or links to an illegal or unauthorized copy of another person’s copyrighted work or intellectual property
Olark’s Intellectual Property Rights
The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in the Terms, Olark, its suppliers and licensors own all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
Olark always appreciates your feedback or other suggestions about Olark, but you understand that we may use such feedback without any obligation to compensate you for them (just as you have no obligation to offer them). You grant us a non-exclusive, worldwide, royalty-free, sublicensable, transferable, irrevocable, perpetual license to use, modify, adapt, publish, perform, or derive new works from your feedback as we choose.
All trademarks, service marks, logos, trade names and any other proprietary designations of Olark used herein are trademarks or registered trademarks of Olark. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Digital Millennium Copyright Act Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through our Services, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (“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 is being infringed;
- Identification of the material that is claimed to be infringing and where it is located;
- Information reasonably sufficient to permit us 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.
Our designated copyright agent to receive notifications of claimed infringement can be reached as firstname.lastname@example.org
Habla, Inc. (dba Olark)
76 South Park St.
San Francisco, CA
As part of your enjoyment of the Services, subject to these Terms, you may grant a third party access to your account to provide additional products, services or labor provided you agree to be responsible for the actions of the third party and to bind the third party to these Terms as your agent.
From time to time, separate applications or services that integrate or interoperate with the Olark Services (collectively, “Add-ons”) may become available, either directly from Olark or independently. If you choose to install, access or enable an Add-on, you agree that the third-party Add-on provider may acquire access to your account data and information as required for the interoperation or integration of such Add-on and you grant Olark permission to give such Add-on access to your account data and information. Accordingly, such applications are governed by their own terms and conditions and are not considered Services under these Terms.
We take your privacy seriously. The following policy covers Olark’s treatment of information collected through the use of Services, third-party partners (“Partners”), or other reasonable means that may happen through normal interaction with us. The policy does not apply to entities that Olark does not own or control, or persons that Olark does not employ or manage. Nevertheless, Olark will take all reasonable means to maintain your privacy as described below when working with third parties.
Collection. Subject to these Terms, you consent, through your use of the Services or by communication with us, to the collection, use, disclosure, storage, processing, and transfer to the United States and/or other countries of the following information (collectively your “Private Information”) by us or by third-party vendors contracted by us:
- Your account Registration Data;
- Your credit card and/or other billing information;
- Personal information such as your name, email address, and phone number;
- Business information like your company name, company size, and business type;
- Your customers’ information that you provide us or through your customers’ interaction with the Services;
- Any other information you provide us, such as your coworker’s email address;
- Account information from Add-ons and other third-party services you use in conjunction with our Services;
- Data about your use of the Services, such as but not limited to interactions with the user interface to the Services, computers you connect to the Services with, the frequency and size of data transfers, and information you use to describe yourself; and
- Data required for operation of the Services such as but not limited to information you submit to, publish with, or transfer through to the Services.
Use. We use your Private Information to provide the Services to you; send you notification of updates to the Services; send you marketing communications such as email (unless you choose to stop our email newsletter or marketing emails by following the unsubscribe instructions included in these emails); and if you provide us personal information about others, or if others give us your information, we will only use that information for the specific reason for which it was provided to us.
Metrics. We also use collected data to compute aggregate metrics such as pages viewed and total number of visitors in order to statistically determine trends and patterns about usage and demographics for the purpose of improving the Services. When aggregating your Private Information, we will take reasonable measures to anonymize your Private Information.
Accountability. We will take all appropriate legal, organizational, and technical measures to protect the Personal Information, keeping in mind the nature of such data. Olark shall hold those of its employees with access to personal data accountable for violations of this agreement imposing sanctions, which include, where appropriate, the possibility of termination of contracts and employment.
Further disclosure. We may share with third parties non-personal information, public information, and anonymized aggregated data. We may also disclose your Private Information
- as required by law such as to comply with a subpoena, or similar legal process;
- when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request;
- if we are involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice within the application of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information;
to any other third party with your prior consent to do so.
Backups. We may also retain your Private Information in backups for a reasonable period of time, ever after the termination of your account or your relationship with us governed by these Terms. We will not share Private Information in backups with third parties unless compelled to by law.
Requested deletion. Olark shall, upon request and within a reasonable time, correct, delete, and/or block Private Information from further processing and/or use.
Safe harbor. Olark complies with the Safe Harbor Privacy Principles from the Safe Harbor Framework negotiated by the U.S. and the E.U., located at http://www.export.gov/safeharbor, as may be amended from time to time. European Union citizens with inquiries or complaints should first contact us at:Habla Inc. (dba Olark)
76 South Park St.
San Francisco, CA
We will respond to your support inquiries within one business day and we will ensure the Services have no more unexpected downtime than 1% of any day. If you do not believe we met this service level during the period of your paid subscription, notify us by emailing email@example.com within 30 days of the issue and we will credit your subscription back for that day.
Termination of Account
You are solely responsible for properly cancelling your account. An email, phone, chat, or written request to cancel your account is not considered cancellation. You may cancel your account at any time by clicking on the “account settings” link on the homepage when logged in. The account settings provides a link to cancel your account.
Olark may terminate your account without notice in the event that you breach any of these Terms.
If you cancel the Services before the end of your current paid up period or if Olark terminates your account as permitted in these Terms, your cancellation will take effect immediately and you will not be charged again. In the event of any termination, Olark will not refund any of the prepaid Fees. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. Olark reserves the right to refuse service to anyone for any reason at any time.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
EXCEPT AS EXPRESSLY WARRANTED IN THE TERMS, ALL SERVICES ARE PROVIDED “AS IS” AND OLARK HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
OLARK MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (IV) THAT THE SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES ARE ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OLARK OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OLARK AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY 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 OLARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN ANY WAY RELATING TO OR ARISING FROM THIS AGREEMENT. IN NO EVENT SHALL OLARK OR ITS RESPECTIVE SUPPLIERS AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE FEES PAID FOR THE IMMEDIATELY PRECEDING MONTH BEFORE THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
PLEASE NOTE THAT DOWNGRADING YOUR ACCOUNT MAY RESULT IN THE LOSS OF CONTENT, FEATURES, OR CAPACITY OF YOUR ACCOUNT. OLARK DOES NOT ACCEPT ANY LIABILITY FOR ANY SUCH LOSSES.
You agree to indemnify and hold harmless Olark, its officers, directors, employees, agents and third parties, harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your connection to or use of the Services, including but not limited to any breach by you of these Terms and any claims arising from the content you submit, post, transmit or make available through the Services.
You may not use the Services to solicit, interfere with, or endeavour to entice away from Olark any Olark customer, user, or subscriber. You agree to pay Olark a fee of $10,000 per user enticed away with no limit to the maximum liability you owe to Olark under this paragraph.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Services or by written permission of Olark or by acting as an agent contracted by a third party to act on its behalf.
If you are interested in becoming an Olark partner, reseller, or affiliate, we are happy to talk with you. Affiliates, please look at the Olark Partners program. If you have something else in mind, please email firstname.lastname@example.org or talk to us on live chat.
These Terms, your rights and obligations, and all actions contemplated by these Terms shall be governed by the laws of the California. Any disputes arising under this Agreement shall be heard in the state or federal courts in Santa Clara County, California. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Olark shall not be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, crime, terrorist attacks, embargoes, acts of civil or military authorities, widespread Internet outages, fire, floods, earthquakes, accidents, strikes, fuel or energy. In the event of any such delay, any applicable period of time for action by Olark may be deferred for a period equal to the time of such delay.
Integration and Severability
These Terms are the entire agreement between you and Olark with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Olark with respect to the Services. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Assignment of Terms
You may not assign or transfer the Terms, by operation of law or otherwise, upon written notice to Olark. Any attempt by you to assign or transfer the Terms, without such notice, will be null and of no effect. Olark may assign or transfer the Terms, in its sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications required hereunder, including those regarding modifications to the Terms, will be in writing and given by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
You are entitled to a beverage of Olark’s choice provided that a) You or a member of your team visits one of Olark’s offices; and b) If a member of the Olark team visits your office, you agree to provide them a beverage of your choice.
Headings for Convenience Only
Headings are for convenience only and have no legal or contractual effect.
If you have any questions about the Terms of Service, please contact us at email@example.com.
Copyright © 2013 Habla, Inc.