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
This Alice Labs PTETerms of Service (the “Agreement”) is an agreement between the Customer and
Alice Labs PTE, together the “Parties” and each, a “Party”, and is entered the date the Customer
signs up for a Alice Labs PTE account through the Alice Labs PTE website (the “Effective Date”).
If you register for an Alice Labs PTE account, you acknowledge your understanding of these terms
and enter the Agreement on behalf of Customer. You furthermore acknowledge that Customer is not
domiciled in Hong Kong. Please make sure you have the necessary authority to enter into the
Agreement on behalf of Customer before proceeding.
BY USING ANY ELEMENT OF THE Alice Labs PTE SOLUTION (INCLUDING THE WEBSITE), CUSTOMER
ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS
AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH
SECTION 16(j). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER
WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE Alice Labs PTE SOLUTION, INCLUDING USE OF ANY PART
THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO Alice Labs PTE THAT CUSTOMER HAS THE CAPACITY TO
ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE Alice Labs PTE SOLUTION ON
BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO Alice Labs PTE THAT
CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
A. Personal Data that we collect about you.
Personal Data is any information that relates to an identified or identifiable individual. The
Personal Data that you provide directly to us through our Sites will be apparent from the context in
which you provide the data. In particular:
- When you register for a Front account we collect your full name, email address, and
account log-in credentials.
- When you fill-in our online form to contact our sales team, we collect your full
name, work email, country, and anything else you tell us about your project, needs and timeline.
- When you use the "Remember Me" feature of Front Checkout, we collect your email
address, payment card number, CVC code and expiration date.
When you respond to Front emails or surveys we collect your email address, name and any other
information you choose to include in the body of your email or responses. If you contact us by
phone, we will collect the phone number you use to call Front. If you contact us by phone as a Front
User, we may collect additional information in order to verify your identity.
B. Information that we collect automatically on our Sites.
We also may collect information about your online activities on websites and connected devices over
time and across third-party websites, devices, apps and other online features and services. We use
Google Analytics on our Sites to help us analyze Your use of our Sites and diagnose technical
To learn more about the cookies that may be served through our Sites and how You can control our use
“Administrator Accounts” as defined in section 9.
“Administrative User” means an individual who is an employee or contractor of Customer and that
Customer wishes to have access to and use of the Alice Labs PTE Platform.
“Business” means either the Customer or Customer’s Client, as the case may be.
“Integrated Product” means any of the following: (i) Customer Application, (ii)
Custom-Integrated Business Applications, and (iii) Pre-Integrated Third Party Business
“Chat Participant” means an individual who communicates with a Business (a “User”) or on behalf
of a Business (an “Agent”) through the Alice Labs PTE Platform.
“Conversation” means an exchange of any number of sent or received Alice Labs PTE Messages
between an individual Integrated Product and a Chat Participant in a month..
“Customer Account” as defined in section 9.
“Customer Application” means any software application or web site developed by Customer using or
integrating with the Alice Labs PTE SDK or APIs under the license terms of this Agreement.
“Customer’s Client” means any client of the Customer.
“Customer Data” means any data, information, content, records, and files that Customer (or any
of its Administrative Users, Customers Clients or Chat Participants) loads, receives through,
transmits to or enters into the Alice Labs PTE Platform, and any data, information, content,
records and files that the Alice Labs PTE Platform obtains from Customer’s servers or systems or
from third parties on Customer’s behalf, including any and all intellectual property rights in
any of the foregoing.
“Custom-Integrated Business Applications” means any business software applications used by
Customer to interoperate with the Alice Labs PTE Platform through the Alice Labs PTE API, where
such software has been integrated with the Alice Labs PTE API by Customer, but which software,
for greater certainty, excludes Pre-Integrated Third Party Business Applications and Customer
“Messaging Channels” means either (i) web, iOS, Android or other messaging channel enabled by a
Alice Labs PTE SDK, (ii) SMS or email that is integrated with the Alice Labs PTE Solution, or
(iii) a Third Party Messaging Platform that is integrated with the Alice Labs PTE Solution.
“Modifications” means modifications, improvements, customizations, updates, enhancements,
aggregations, compilations, derivative works, translations, adaptations, and results from
processing (including analyses, reports, databases, datasets, recommendations, and visual
representations) in any form or medium, and “Modify” has a corresponding meaning.
“Personal Data” means any information relating to an identified or identifiable natural person
any information relating to an identified or identifiable natural person (“Data Subject”)
“Pre-Integrated Third Party Business Applications” means third party business software used by
Customer to interoperate with the Alice Labs PTE Platform, where such software is already
integrated with the Alice Labs PTE Platform and is made available to Customer on the Alice Labs
“Services” means the services provided by Alice Labs PTE to Customer that facilitates the
communication between a Business and Chat Participants through a variety of Messaging Channels,
as more particularly described on the Alice Labs PTE Website.
“Alice Labs PTE API” means the application programming interface, sample source code, tools,
webhooks, instructions, documentation, other materials, and any Modifications thereto, made
available by Alice Labs PTE to Customer to assist Customer in developing its Customer
Application that interoperates with the Alice Labs PTE Platform.
“Alice Labs PTE Message” means any communication sent or received between a Chat Participant and
a Integrated Product using any component of the Alice Labs PTE Solution.
“Alice Labs PTE Platform” means the software, hardware, and systems used by Alice Labs PTE to
host and make the Services available for Customer’s use, including the Website, and any
“Alice Labs PTE Property” is defined in section 5.
“Alice Labs PTE SDKs” means the software development kits made available by Alice Labs PTE for
the development of software applications for each of iOS, Android, the web, and any
Modifications thereto or future versions launched by Alice Labs PTE for other platforms, that
interoperate with the Alice Labs PTE Platform, and “Alice Labs PTE SDK” means any one of the
foregoing software development kits, as the context requires.
“Alice Labs PTE Solution” means: (i) the Alice Labs PTE Platform; (ii) the Alice Labs PTE API;
(iii) the Alice Labs PTE SDKs, (iv) any Modifications to the preceding.
“Alice Labs PTE Website” means any websites used by Alice Labs PTE to provide the Alice Labs PTE
Services, including the website located at www.Alice Labs PTE.io.
“Third Party Messaging Platforms” means any third party platform that may be used by Chat
Participants to transmit and receive messages with a Business, including but not limited to
Facebook Messenger, WeChat, LINE, Telegram, Viber, and other platforms that Alice Labs PTE may
support in the future.
3. Alice Labs PTE Platform
Provisioning of the Alice Labs PTE Platform. Subject to Customer’s compliance
with the terms and conditions of this Agreement, Alice Labs PTE will make the Alice Labs PTE
Platform available to Customer on the terms and conditions set out in this Agreement, provided
that: (i) Customer has read and accepted and is in compliance with its obligations under the
Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications;
and (ii) has taken all steps as necessary to enable interoperability between the Alice Labs PTE
Platform and all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business
Applications, and Custom-Integrated Business Applications, including acquiring the necessary
approvals and API keys, whether directly or via Customer’s Clients, to access these messaging
channels as a business.
4. License to Alice Labs PTE API
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.
5. License to Software Development Kits; EULA for Customer Application; Requirements for
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
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.
6. Trademark License
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.
7. Reservation of Rights
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.
8. Alice Labs PTE’s Right to Use Customer Data
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 understands that Personal Data, including Administrative Users,
Customer’s Client and Chat Participants, will be treated in accordance with Alice Labs PTE’s
and data protection requirements outlined in Alice Labs PTE’s Service Data Privacy Statement
(the “Service Data Privacy Statement”) when processing data on behalf of Customer during
hereby incorporated by reference and forms part of this Agreement.
10. Customer Accounts; Use Restrictions
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)
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
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
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
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.
11. Email & Web Support
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
12. Fees and Payment
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
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
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.
13. Confidential Information
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.