Last Updated: November 11, 2021
The purpose of these Terms is to establish the terms and conditions under which You may use Got It’s Service or Consulting Services as described in an Order Form or in a Master Services Agreement signed by You.
In the event of any inconsistency or conflict between the terms of the Agreement and the terms of any Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control.
We may change or modify these Terms at any time and at our sole discretion. If we make changes to these Terms, we will provide at least seven (7) days’ notice of such changes, such as by sending a notification, posting a notice on the Service or updating the “Last Updated” date above. Your continued use of the Service will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Service.
1.0 Access and Use of Service
1.1 Access to and use of the Service is limited to Your Customer Service and/or Sales and Marketing purposes only. You are not permitted to use the Service as a service bureau or to provide any outsourced services. You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Service to any third party.
1.2 We will make the Service and Your Service Data available to You pursuant to this Agreement and the applicable Order Form(s) and Documentation in accordance with Your Service Plan. We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except (a) during Planned Downtime (of which We will give advance notice via Our Site or otherwise); and (b) Force Majeure Events.
1.3 We will, at no additional charge, provide applicable industry standard customer support for the Service to You.
1.4 You acknowledge that Got It may modify the features and functionality of the Service at any time. Got It shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.
1.5 You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible for Your and their compliance hereunder.
1.6 As between You and Got It, You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Your Account, which Got It may verify from time to time. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with Agents or End-Users.
1.7 Got It does not allow, and you agree not to use this Service to:
upload, post, email, transmit or otherwise made available any Service Data that is unlawful, harmful, derogatory, defamatory, abusive, threatening, vulgar, obscene (including but not limited to posting pictures or videos with drugs, alcohol, nudity or sexual acts), bigoted, libelous, tortuous, hateful, racially or ethnically objectionable, insulting or that violates any person’s privacy (including but not limited to posting pictures, full names, email addresses, addresses, or phone numbers without consent); create an account for a person that does not exist;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
post information that you know is false, misleading, or that promotes illegal activity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Service Data transmitted through the Service;
intentionally or unintentionally violate any applicable local, state, national or international law; or
intentionally or unintentionally cause harm or potential harm to Got It or any third party.
1.8 We reserve the right to remove any material or terminate your Got It Account if we determine any of these Terms are violated.
1.9 Got It is not responsible for any loss, theft, intellectual property infringement or damages of any kind related to the Service Data.
1.10 You may not access the Service if You are a direct competitor of Got It, except with Got It’s express prior written consent. You may not access the Service for competitive purposes.
1.11 You are responsible for procuring and maintaining the network connections that connect Your network to the Service. Got It assumes no responsibility for the reliability or performance of any such connections.
1.12 Should Got It discover that Your use of the Service violates these Terms, Got It reserves the right to charge You, and You hereby agree to pay for said overuse, in addition to other remedies available to Got It.
2.0 Term, Cancellation, and Termination
2.1 Unless Your Account and subscription to the Service is terminated in accordance with the terms of this Agreement or unless otherwise provided for in an Order Form (a) Your subscription to the Service will automatically renew annually and (b) the Subscription Charges applicable to any subsequent Subscription Term shall be Our standard Subscription Charges for the applicable Service Plan at the time such subsequent Subscription Term commences.
2.2 Either Party may elect to terminate Your Account and subscription to the Service as of the end of Your then current Subscription Term by providing notice, in accordance with this Agreement, no less than thirty (30) days prior to the end of such Subscription Term.
2.3 A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured at the expiration of thirty (30) days from the date of the breaching Party’s receipt of such written notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
If this Agreement is terminated by Us in accordance with this Section, You will pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms. In no event will Our termination for cause relieve You of Your obligation to pay any fees payable to Us.
2.4 Except for Your termination under Section 3.3, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term, (a) in addition to any other amounts You may owe Got It, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term; and (b) no refunds or credits for Subscription Charges or other fees or payments will be provided to You.
2.5 For thirty (30) days after the effective date of termination or expiration of this Agreement, upon Your request, We will make Service Data available to You for export or download. Thereafter, We will have no obligation to maintain or provide any Service Data, and We will, unless prohibited by law or legal order, delete Your Service Data in Our Services.
2.6 Parties can in good faith negotiate any modifications to these terms and conditions, to be executed as a separate, superseding agreement with substantially similar terms.
3.0 Confidential Information
3.1 Each party will protect the other party’s non-public information and/or any information that should reasonably be understood to be confidential (“Confidential Information”) from unauthorized use, access or disclosure in the same manner as each party protects its own Confidential Information, but with no less than reasonable care. For clarity, the Service and its components are Got It’s Confidential Information. Except as otherwise expressly permitted in these Terms, each party is permitted to use the other party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms. Each party is permitted to disclose such Confidential Information (a) solely to the employees and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality at least as restrictive as those herein or (b) as necessary to comply with any applicable law or regulation.
4.0 Ownership and Security of Data
4.2 You shall be solely responsible for, and assume all liability regarding the Service Data, the consequences of posting or publishing it, and your interaction with other users through the Service.
5.0 Privacy Practices
5.1 To the extent Service Data constitutes Personal Data, the Parties agree that You shall be deemed to be the data controller, and Got It shall be deemed to be the data processor, as those terms are understood under the Applicable Data Protection Law. We explain how We process Service Data in our role as data processor in our Data Processing Agreement (the “DPA”). The DPA is incorporated into these Terms by this reference and is available upon request.
5.2 Unless otherwise specifically agreed to in writing by Got It, Service Data may be hosted in the United States, the European Economic Area (“EEA”) or other locations around the world. Subject to the confidentiality terms set forth herein, You acknowledge and agree that Got It may receive, collect and/or process Service Data, including but not limited to Personal Data within Service Data, based on Our legitimate interest under Applicable Data Protection Law to provide, secure and improve the Services. In providing the Services, Got It may engage other authorized service providers to process Service Data, including and without limitation, any Personal Data within Service Data pursuant to this Agreement within the EEA, the United States and in other countries and territories.
6.0 Non-Got It Services
6.1 If You decide to enable, access or use Non-Got It Services, Your access and use of such Non-Got It Services shall be governed solely by the terms and conditions of such Non-Got It Services. Got It does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non-Got It Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Service Data), or any interaction between You and the provider of such Non-Got It Services. We cannot guarantee the continued availability of such Non-Got It Service features, and may cease enabling access to them without entitling You to any refund, credit or other compensation, if, for example and without limitation, the provider of a Non-Got It Service ceases to make the Non-Got It Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against Got It with respect to such Non-Got It Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Non-Got It Services, or Your reliance on the privacy practices, data security processes or other policies of such Non-Got It Services. You may be required to register for or log into such Non-Got It Services on their respective websites. By enabling any Non-Got It Services, You are expressly permitting Got It to disclose Your login and Service Data as necessary to facilitate the use or enablement of such Non-Got It Services.
7.0 IP Rights
7.1 Except for the rights and licenses expressly granted in these Terms, each Party shall retain all rights, title and interest in any Intellectual Property Rights. The rights granted to You, Agents and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of Got It associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Got It and belong exclusively to Got It.
7.2 You hereby grant to Got It a royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf (collectively, “Feedback”). Got It also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by any Feedback.
7.3 You acknowledge that open source software may be made available with the Service as specified by Got It in the applicable help, notices, about, or source files, or Order Form, as applicable ("Open Source Software"). Your rights to use Open Source Software is governed by the terms of the license agreement specified for such Open Source Software and not by this Agreement. In addition, no warranties or indemnities set forth in this Agreement shall apply to the Open Source Software.
7.4 Got It may identify You as a customer of the Service and may use your name, logo, and other trademarks or service marks for such purpose.
8.0 Representations, Warranties, Disclaimers
8.1 Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
8.2 Got It does not make any representations or warranties concerning any content entered, contained in or accessed through the Service, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material entered, contained in or accessed through the Service. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Service. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Service are provided “AS IS” and without any warranty of any kind from Got It or others. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8.0 ABOVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY AND ALL PARTS THEREOF ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8.3 Limited Warranty. We warrant that during an applicable Subscription Term the Services will perform materially in accordance with the applicable Documentation. For any breach of the foregoing warranty, Got It’s sole liability and Your exclusive remedy is (a) to receive a prorated credit for Services paid for the period of time the Services are non-conforming, which may be applied to amounts owed for future Services; or (b) to terminate this Agreement.
9.1 Indemnification by You. You will indemnify, defend and hold Got It, its directors, employees, and contractors (the “Got It Indemnitees”), harmless against any claim brought by a third party against a Got It Indemnitee (a) arising from or related to use of the Services by You, Agents or End-Users in breach of this Agreement; or (b) alleging that Your use of the Services or Your Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret, or privacy right. We will promptly notify You of the threat or notice of such claim and give to You will have the sole and exclusive control and authority to defend and/or settle any such claim. Got It will reasonably cooperate with You in connection with such claim. You shall not settle or otherwise dispose of any such Claim in a manner that imposes fault or liability on a Got It Indemnitee without such Got It Indemnitee’s prior written consent.
9.2 Indemnification by Got It. We will indemnify, defend, and hold You harmless from and against any claim brought by a third party against You by reason of Your use of the Services in accordance with this Agreement, alleging that such use infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”), provided that (a) You promptly notify Got It of such IP Claim; (b) you provide to Got It the sole and exclusive control and authority to defend and/or settle any such IP Claim and (c) You reasonably cooperate with Got It in connection with such IP Claim. Got It will not settle or otherwise dispose of any IP Claim in a manner that imposes fault or liability on You without Your prior written consent. If the use of the Services by You, or on Your behalf, has become, or, in Our opinion, is likely to become, the subject of an IP Claim, We may, at Our option and expense, (i) procure for You the right to continue using the allegedly infringing Services as set forth hereunder; (ii) replace or modify such Services to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Got It, terminate your right to use the Services and refund to You, on a pro-rata basis, any pre-paid Subscription Charges for unused Services. Notwithstanding the foregoing, We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with specifications provided by You; (y) modification of the Services by anyone other than Got It; or (z) the combination or use of the Services with other hardware or software. This Section provides Got It’s sole liability and Your exclusive remedy with respect to any claim of infringement.
10.0 Limitation of Liability
10.1 TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL GOT IT BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR ANY MATTER BEYOND OUR REASONABLE CONTROL,OR (B) ANY DAMAGES OF ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO GOT IT IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
11.1 You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Got It Account, in any way (by operation of law or otherwise) without Got It’s prior written consent excepting in the circumstances of Change of Control in Your organization. We may transfer, assign, or delegate these Terms and our rights and obligations with or without consent.
12.0 Governing Law and Arbitration
12.1 These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Santa Clara County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States federal courts and California state courts located in the Northern District of California.
When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
“Account” means any accounts or instances created by or on behalf of Subscriber or its Affiliates within the Services.
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Agent(s)” means an individual or individuals (including those of Your Affiliates) authorized to use the Service through Your Account as an agent and/or administrator, each as identified through an individual agent login.
“Applicable Data Protection Law” means all international, European Union, national, provincial, state, or local laws, regulations, orders, administrative orders, treaties, judgments, court orders, or any other requirements of any relevant government or government agency or regulatory authority with regard to the processing of Personal Data. Applicable Data Protection Law may include without limitation the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
“Consulting Services” means consulting and professional services (including any training, success and implementation services) provided by Got It as indicated on an Order Form or Statement of Work, or other written document executed by the parties incorporating this Agreement.
“Conversation” means any utterances between the End-User and chatbot that include an FAQ topic or agent request.
“Customer Service” means a use of the Service to provide content to End-Users for the purposes of addressing End-User issues of the delivery of and inquiries about the Subscriber’s own business.
“Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by Got It to You in the applicable Got It help center(s) or other Site.
“End-User” means any person or entity other than Subscriber or Agents with whom Subscriber, its Agents, or its End-Users interact while using a Service.
“Force Majeure Event” means any circumstances beyond Our reasonable control, including, but not limited to, pandemic or epidemic, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Got It Services, or acts undertaken by third parties, including without limitation, denial of service attack.
“Intellectual Property Rights” means patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in designs, rights in computer software, database rights, rights to know-how and trade secrets, and all other rights in and to any intellectual property, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Non-Got It Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Non-Got It Services which may be integrated directly into Your Account by You or at Your direction.
“Order Form” or “Statement of Work” means Our generated service order form(s) or online ordering document or process completed, executed or approved by You with respect to Your subscription to a Service or Consulting Services, which may detail, among other things, the number of Agents authorized to use a Service under Your subscription and the Service Plan applicable to Your subscription.
“Personal Data” means any information relating to an identified or identifiable natural person where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.
“Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.
“Sales and Marketing” means a use of the Service to provide content to End-Users for the purposes of guiding or convincing End-Users to make a purchase to the Subscriber’s business.
“Service(s)” means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable software, updates, API, and Documentation. “Services” exclude (a) Non-Got It Services as that term is defined in this Agreement; and (b) any additional features or associated services that are not provided under this Agreement or Your Service Plan. From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service under this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
“Service Data” means electronic data, text, messages, communications, or other materials submitted to and stored within the Service by You in connection with Your use of the Service.
“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site and in Documentation applicable to the Service) for the Services.
“Site” means a website operated by Got It, including but not limited to www.got-it.ai.
“Subscription Term” means the period during which You have agreed to subscribe to a Service as set forth in the applicable Order Form.
Exhibit A - Order Form
Free conversations per day: 35 per day
Price per conversation beyond free limit: $0.25 per conversation