Alice Labs PTE provides a Software as a Service (SaaS) based “Conversation Cloud” that allows our customers to store, manipulate, analyze and transfer messages between their business systems and their customers on a variety of Alice Labs-provided and third party messaging channels (the “Service”). A “Customer” is an entity with whom Alice Labs PTE has an agreement to provide the Service.
License to Alice Labs PTE API. Subject to Customer’s compliance with the terms and conditions of this Agreement, Alice Labs PTE grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use the Alice Labs PTE API solely (i) to enable the Customer Application to interoperate with the Alice Labs PTE Platform or (ii) for developing or enabling Custom-Integrated Business Applications that will only be used by Customer to interoperate with the Alice Labs PTE Platform in accordance with the terms of this Agreement and any other policies and guidelines published by Alice Labs PTE from time to time.
License Grant to Software Development Kit. Subject to Customer’s compliance with the terms and conditions of this Agreement, Alice Labs PTE grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to: download, install and use the Alice Labs PTE SDK from the Alice Labs PTE Website and other sites linked from the Alice Labs PTE Website solely to develop functionality within Customer Applications for facilitating communications between a Business and the Chat Participants through the Alice Labs PTE Platform in accordance with the terms of this Agreement and any other policies or guidelines published by Alice Labs PTE from time to time; embed within the Customer Application the redistributable components of the Alice Labs PTE SDK in object code form; Additionally, Alice Labs PTE grants Customers on paid subscriptions a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to: distribute the Alice Labs PTE SDK to Customer’s Clients solely to enable Customer’s Clients to develop functionality in its software for facilitating communications between such Customer’s Clients and Chat Participants through the Alice Labs PTE Platform in accordance with the terms of this Agreement and any other end-user license agreements, policies or guidelines published by Alice Labs PTE from time to time. End-User License Agreement for Customer Applications. Customers may permit Chat Participants to use Customer Applications to communicate with Customers through the Alice Labs PTE Platform. Customers will enter into an end-user license agreement (“EULA”) with such Chat Participants as a condition of such Chat Participant’s use of any Customer Applications. Customers will ensure that the EULA contains terms that are no less protective of Alice Labs PTE and the Alice Labs PTE Platform as the terms of this Agreement. Data Retention. Alice Labs PTE will retain the history of every Conversation accessible for retrieval by Customer for a minimum of thirty (30) days.
During the Term, Customer hereby grants to Alice Labs PTE a worldwide, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use Customer’s trademarks and logos made available to Alice Labs PTE by Customer as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Alice Labs PTE Solution, including listing the Customer and the Customer Application on the Alice Labs PTE Website; and only in accordance with Customer’s reasonable trademark usage guidelines, as updated by Customer from time to time. Customer may require Alice Labs PTE to cease using Customer’s trademarks and logos if, in the reasonable opinion of Customer, the continued display of Customer’s trademarks and logos would cause a materially adverse effect on Customer’s image and the goodwill associated therewith. During the Term, Alice Labs PTE grants to Customer a limited, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use Alice Labs PTE’s trademarks and logos made available to Customer by Alice Labs PTE as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Alice Labs PTE Solution, and only in accordance with Alice Labs PTE’s reasonable trademark usage guidelines, as updated by Alice Labs PTE from time to time. Alice Labs PTE may require Customer to cease using the Alice Labs PTE’s trademarks and logos if, in the reasonable opinion of Alice Labs PTE, the continued display of the Alice Labs PTE’s trademarks and logos would cause a materially adverse effect on Alice Labs PTE’s image and the goodwill associated therewith.
Alice Labs PTE expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the Alice Labs PTE Solution (or any part thereof) and any other materials or content provided by Alice Labs PTE under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the “Alice Labs PTE Property”), in each case, subject to the license rights expressly granted under Section 2, 3, 4(a). All right, title and interest in the Alice Labs PTE Property will remain with Alice Labs PTE (or Alice Labs PTE’s third party suppliers, as applicable). For greater certainty, the Alice Labs PTE Property is licensed and not “sold” to customers. Customer shall retain all right, title, and interest to any modifications, extensions, or derivative works of the Alice Labs PTE SDKs that Customer develops or has developed on its behalf (such modifications, extensions or derivative works, the “Customer Derivative Works”). The foregoing does not prevent Alice Labs PTE from exploiting any Alice Labs PTE Property, including any independently developed future developments, modifications, adaptations, changes, derivative works or new works, even if the foregoing is similar or functionally identical to the Customer Derivative Works. Accordingly, Customer will not assert, whether directly or indirectly, any of its intellectual property rights in or to the Customer Derivative Works against Alice Labs PTE or any customers or clients of Alice Labs PTE.
Customer acknowledges and agrees that Alice Labs PTE may store, use, reproduce, Modify, and transfer to its subcontractors, Customer Data, including Personal Data, solely in connection with delivering the Services under this Agreement. Customer further acknowledges and agrees that Alice Labs PTE may store, use, reproduce, Modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. Customer agrees to cause any Administrative User, Customer’s Client, and Chat Participant to agree to the same terms as this Section 7.
Customer Accounts. Upon Customer’s request, Alice Labs PTE will issue one or more administrator accounts (the “Administrator Accounts”) to Customer that provides Customer with the capability to create accounts for use by individuals who are an employee or contractor of Customer and that Customer wishes to have access to and use of the Alice Labs PTE Platform (each, an “Administrative User”). Customers will ensure that Administrative Users only use the Alice Labs PTE Platform through their Customer Account. Customers will not share the Administrator Accounts with any other person and will not allow Administrative Users to share their Customer Account with any other person. Customers will promptly notify Alice Labs PTE of any actual or suspected unauthorized use of the Alice Labs PTE Platform. Alice Labs PTE reserves the right to suspend, deactivate, or replace any Customer Account or Administrator Accounts if it determines that the Customer Account or Administrator Account, as applicable, may have been used for an unauthorized purpose. Use Restrictions. Customer acknowledges and agrees that it is responsible for the activities and communications of all Administrative Users and Chat Participants on the Alice Labs PTE Platform, and the compliance by all Administrative Users, Customer’s Clients and Chat Participants with this Agreement, and any guidelines and policies published by Alice Labs PTE from time to time. Without limiting the generality of any of the foregoing, Customer will not, and will not permit any other person (including any Administrative Users, Customers Clients or Chat Participants) to: use the Alice Labs PTE Platform to send, upload, collect, transmit, store, use, disclose or process, or ask Alice Labs PTE to obtain from third parties or perform any of the above with respect to, any Customer Data: that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; that Customer or the applicable Administrative User, Customer’s Client or Chat Participant does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display; that is false, intentionally misleading, or impersonates any other person; that is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; that is harmful to minors in any way or targeted at persons under the age of 16; that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or that encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Alice Labs PTE Platform (e.g., a denial of service attack); attempt to gain unauthorized access to the Alice Labs PTE Platform; use any data mining, robots, or similar data gathering or extraction methods, or copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the Alice Labs PTE Solution or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement; use the Alice Labs PTE Solution for the purpose of building a similar or competitive product or service; or use the Alice Labs PTE Solution other than as permitted by this Agreement; Fair Use Policy. The Alice Labs PTE Solution is intended to facilitate communications between Chat Participants and a Business in the context of marketing, selling and supporting the Business’ products and services. While Alice Labs PTE sets no limits on the number of Alice Labs PTE Messages that can be exchanged between any given Chat Participant and any given Business, in aggregate no Business shall exceed an average of 50 Alice Labs PTE Messages per Active User Conversation in any given month. Such usage of the Alice Labs PTE Platform exceeds any reasonable expectations of use and shall be deemed a violation of the terms of this Agreement and the Customer will immediately terminate the applicable Business rights and access to the Alice Labs PTE Solution or pay excess usage fees as defined by Alice Labs PTE.
Customer will generally have access to Alice Labs PTE’s technical support from 10:00am to 6:00pm ET on weekdays (other than holidays observed by Alice Labs PTE) through email support, or through the web site using our chat widget
Fees. Customers will pay to Alice Labs PTE the applicable fees described on the Alice Labs PTE Website (the “Fees”) during the Term in accordance with the payment terms set out herein. Third Party Messaging Platform Fees. For greater clarity, Alice Labs PTE’s Fees do not include any charges that may be assessed by Third Party Messaging Platforms for access to or use of a channel. Such charges shall be the responsibility of Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through Alice Labs PTE, in which case Alice Labs PTE shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel. In the event a Third Party Messaging Platforms imposes special requirements on Alice Labs PTE beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Alice Labs PTE shall have the right to charge Customer for this additional service and Customer shall have the right to accept such charges or decline them and not use the associated channel. Payment Terms:. All Fees shall be in U.S. Dollars; Alice Labs PTE shall charge and invoice Customer the applicable Fees, in advance, by credit card, on the Effective Date and on every monthly anniversary thereafter; Subject to section 11(d) below, payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer. Disputed Invoices or Charges. If Customer in good faith disputes any portion of a Alice Labs PTE invoice or charge, Customer may provide a dispute notice to Alice Labs PTE with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice. For greater certainty, Customer shall pay all undisputed amounts of that invoice in accordance with section 10 (b) above. Late Payment. Except for bona fide disputed amounts, any failure to make a payment of any Fees or taxes in strict conformity with the requirements of this section 10 entitle Alice Labs PTE to suspend, in whole or in part, access to Services, until such payment is received. Additionally, Alice Labs PTE shall assess and Customer shall pay a charge, compounded monthly, of the lesser of (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed pursuant to section (c) above). Furthermore, upon any such failure all outstanding amounts shall become due and payable without further delay. Certain Taxes. The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and Customer will pay, indemnify and hold harmless Alice Labs PTE from same, other than taxes based on the net income or profits of Alice Labs PTE.
Definitions. For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Disclosure'' and “Confidential Information” means any and all information of Disclosure disclosed by Disclosure to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing the terms and conditions of this Agreement and all Alice Labs PTE Property (including any part thereof), whether marked as “confidential” or not, will be Alice Labs PTE’s Confidential Information will not be Customer’s Confidential Information. Confidentiality Covenant. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Disclosure to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Disclosure may approve in writing; (ii) use Confidential Information of the Disclosure except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Disclosure any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 11 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Disclosure as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure. Exceptions to Confidentiality. Notwithstanding Section 12(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Disclosure in writing of such required disclosure and cooperates with the Disclosure to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to Alice Labs PTE’s business; or (iii) in the case of Alice Labs PTE, to potential assignees, acquirers or successors of Alice Labs PTE if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Alice Labs PTE.