Revision Date: January 4, 2016
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.
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
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.
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 and shall not apply to Fees already charged to your account.
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 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.
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 firstname.lastname@example.org.
You may not post any unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable Content, or Content that violates any of these the Terms ("Offensive Content"). Examples of such Offensive Content include, but are not limited to:
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.
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:
Our designated copyright agent to receive notifications of claimed infringement can be reached as follows
Habla Inc. (dba Olark)
76 South Park St.
San Francisco, CA 94107
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.
Subject to these Terms, in the course of your use of the Services or by communication with us, Olark or by third-party vendors contracted by us will collect, use, disclose, store, process, and transfer to the United States and/or other countries the following information (collectively your "Private Information"):
All data transfers from the EEA and Switzerland are covered under the US-EU and US-Swiss Safe Harbor Frameworks.
We use your Private Information only to provide the Services to you, to send you notification of updates to the Services, and to 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). If you provide us personal information about others, or if others give us your information, we will only use that information for the use we described when the information was shared with us.
Do not track signals.
As there currently is no fixed standard for do not track signals, we currently do not respond to do not track signals from your web browser.
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.
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.
We may share with third parties non-personal information, public information, and anonymized aggregated data. We may also disclose your Private Information
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.
Olark shall, upon request and promptly using commercially reasonable efforts, correct, delete, and/or block Private Information from further processing and/or use.
Becoming an example customer.
Would you like to be an example customer, write a testimonial, be highlighted in our newsletter or other communications? Let us know. Otherwise, we will not use you as an example or reference customer in our marketing, communications, or promotional material.
Olark complies with the US-EU Safe Harbor Framework and US-Swiss Safe Harbor Framework as set forth by the US Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. Olark has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement for all customers.
If you are subject to Article 26(2) of Directive 95/46/EC of the European Commission for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, the Commission Decision C(2010)593 -- Standard Contractual Clauses (processors) available at https://www.olark.com/safeharbor is annexed to these Terms for you.
Safe Harbor compliance
Habla Inc. (dba Olark)
76 South Park St.
San Francisco, CA 94107
Olark has further committed to refer unresolved privacy complaints under the US-EU and US-Swiss Safe Harbor Principles to an independent dispute resolution mechanism, the BBB EU SAFE HARBOR, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit http://www.bbb.org/us/safe-harbor-complaints for more information and to file a complaint.
We will respond to your support inquiries within one business day and we will ensure the Services have no unexpected downtime. If you do not believe we met this service level on any day 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.
You are solely responsible for properly cancelling your paid subscription. An email, phone, chat, or written request to cancel your paid subscription is not considered cancellation. You may cancel your paid subscription at any time by clicking on the "billing" link on the dashboard when logged in. The billing page provides a link to cancel your account. The cancellation of your paid subscription will occur at the end of your current paid up period.
Olark may terminate your account without notice in the event that you breach any of 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.
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. If Olark materially breaches these Terms and fails to cure this breach within thirty (30) days of receiving written notice from you of such breach, Olark will refund the proportion of the pre-paid fees attributable to the period after the breach. If you terminate your account in the event of a suspension for more than 5 business days or discontinuance of the Services, you will be entitled to a refund of the proportion of pre-paid fees attributable to the period after termination.
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.
Other than as expressly set in these Terms, 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.
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 defend, indemnify and hold harmless Olark, its officers, directors, employees, and agents, 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 state of 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.
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.
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 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.
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