Terms of Service

Arkchat is a business messaging platform and mobile app with a Generative AI Bot, built-in marketplace, and social media features. It helps you collaborate with others, find product sellers, art sellers, and service providers, and collaborate with them. On Arkchat, you can also post your products and services to get leads, post photos and videos to gain recognition and connect and engage with other subscribers.

These ‘Subscriber Terms’ form part of a binding ‘Contract.’

These are the Subscriber Terms between you (the person signing up/Signing in) and ‘we’, ‘our’, and ‘us’. ‘We’, ‘our’ and ‘us’ refer to the applicable Arkchat entity in the section below entitled, ‘Which Arkchat entity you are contracting with.’

1. Subscriber and Account Owner
You become a subscriber and owner of your Arkchat account(s) when you sign up on the Arkchat mobile app or web platform. As an account(s) owner, you can buy Arkchat subscriptions, download data, and delete your account(s). To let other users operate your account(s), you can assign them admin or managerial rights. You can create multiple business accounts. When you create multiple business accounts, you’ll remain the subscriber and owner of all accounts.

2. Users
When you invite your employees or colleagues to join your account, they become your account users, who are hereafter referred to as users. All account users are referred to as Internal Contacts.  

3. Collaborators
When you invite anyone (your vendors, partners, and customers) to collaborate with you, they become your collaborators. Collaborators are not your account users; they collaborate with you using their account. All collaborators are referred to as External Contacts.

4. Account Admins
Account admins are your account operators. They can buy subscriptions on your behalf, assign managerial rights to users, remove any user as a manager or from your account, access all chat groups, and perform other acts necessary to operate your account. 

You can sign up for professional or business use on Arkchat. You can create multiple business accounts. Arkchat reserves the right to verify your personal and business credentials by requesting documents required to check whether you’re a real person or your business exists and whether you’re its proprietor, shareholder, director, or hold a senior managerial position. Arkchat also reserves the right to verify whether your organisation is engaged in legitimate activities. As and when demanded by us, you shall submit such documents within 15 days of the date of request to continue using/accessing Arkchat services.

Your users may submit information or data such as messages, files, and links in ‘Chats’ to communicate with each other. You or your Admins and Managers may post services and products or share videos and photos using the ‘Post’ section, which can be accessed in ‘Explore’ and Marketplace. Collectively, all information, files, and links are referred to as ‘Subscriber Data’ (Your Data) and service, product postings, shared videos and photos are referred to as ‘Subscriber Content.’ (Your Content)  You and your Users provide us with instructions about what to do with the ‘Subscriber Data’ and  ‘Content’ in Chats/Tasks/Approvals/ Post/Explore/Marketplace/Contacts/Settings. For example, you and your Users may provision or de-provision access to services, enable or disable third-party integrations, manage permissions, and assign rights. These choices and instructions may cause the access, use, disclosure, modification or deletion of certain or all ‘Subscriber Data’ and/or ‘Content’.

You will:

(a) Inform your users of all policies and practices that govern their use of the Arkchat platform and any settings that may affect the processing of ‘Subscriber Data’ and ‘Content’.

(b) Ensure that the creation, transfer, and processing of ‘Subscriber Data’ and ‘Content’ are lawful and according to the provisions of this contract.

The ‘Chats’ section in Arkchat is permitted only for lawful Business Messaging. It is prohibited for illicit messaging, illegal purposes, or such collaboration.

You and your users can send private messages to select chat group members. The private messages and their attachments are visible and accessible only to select group members, with the following exceptions:

1. You, your account admins, and group managers can view private messages even when these three categories of users are not included in the recipient list.

2. When your users send private messages to each other (without including collaborators in the recipient list), your collaborators won’t be able to view your message and related attachments. When you or your users include a collaborator’s user in the recipient list, the collaborator’s account owner, admin(s) and group manager(s) can view your message and respective attachments. Similarly, if your collaborator includes you or any of your users in the recipient list, you, your account admin(s) and group manager(s) can view the message and respective attachments. 

You and your users must rigorously test private messaging to understand its functionality before using it for private business messaging. Private messaging must be used only for general day-to-day conversations and not to exchange sensitive information. Arkchat shall not be responsible if a message you consider private/confidential/sensitive is viewed by those it was not intended for.

Arkchat lets you communicate with others in your first language. We automatically translate your message to a recipient’s preferred language. Our translation service makes it easier for you and your users to communicate with each other by breaking language barriers. The translation may have errors, be inaccurate, and not always convey the intended meaning. This service may not translate words appropriately into others’ respective languages. Arkchat shall not be held responsible for any miscommunication/misunderstanding due to translation errors.

Arkchat provides a Generative AI bot in the ‘Chat’ section. The AI Generative AI bot helps you and your users seek information by asking questions. Please be aware that the Arkchat AI bot may share inaccurate content or content that offends you and your users.

You and your users must verify the accuracy of the information provided by Arkchat Generative Ai Bot and use discretion before relying on or sharing such information with your team and collaborators.

You and your users must not rely on Arkchat Generative Ai Bot for medical, legal, financial or other professional advice. Answers to questions are provided for informational purposes only and should not be considered advice from a qualified professional.

We allow Subscribers to post or share different types of content on Arkchat. Such content becomes publicly visible in the ‘Explore’ and ‘Marketplace’ sections and may be listed online through search engines. You can post products, artwork, professional services, and freelance services. You can share video links from YouTube and share photos from Google. Depending on the features available when posting and sharing, you may restrict your posts’ viewership by displaying posts only in specific locations. We are not obligated to publish any content and may remove content at our discretion with or without notice.

You can only post products and artwork that you manufacture or create or have a legal right to sell. This means that only manufacturers and their authorised dealers can post products, and artwork can only be posted by artists and art dealers authorised to sell the respective artists’ art.

You can only share videos and photos that are related to a business and which enhance others’ knowledge, or showcase hobbies, travel destinations, automobiles, luxury products, celebrities, wholesome entertainment (for all age groups), documentaries, creative designs, and wholesome fashion and trends which serve to motivate and inspire.

You are expressly prohibited from sharing any videos, photos, products, or artwork that (a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination; (c) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (d) promote any illegal activity; (e) misrepresent your identity or affiliation; (f) involves commercial activities, such as contests, sweepstakes and other sales promotions or advertising; or (g) give the impression that your content is posted/shared or endorsed by us or any other person or entity if this is not the case. (h) stock market information/ advice, (i) movies or (j) content or views about any sensitive subject, including politics and religion.  

By Posting content, you hereby warrant and represent that You own or otherwise control all of the rights required under worldwide law for Contribution as described in these Terms of Use, including, without limitation, all the rights necessary for You to provide, post, upload, input or submit Your Contribution. You, not Arkchat, are responsible for any contributions You or your Users post on the platform. If you share photos and videos created by someone else, you must give due credit to the Content Owner.

We reserve the right to (a) remove any content for any reason; (b) take any action that we deem necessary or appropriate concerning any content posted or shared by you and your users, including when we believe that such content violates the Terms of Use, infringes any intellectual property rights or other rights of any person or entity or could create a liability for Arkchat; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorised use of the platform; and (e) terminate or suspend your access to all or part of the platform for any reason, for any violation of terms of posting content on Arkchat.

When You and your Users post and share Content, others can view it in the ‘Explore’ and ‘Marketplace’ sections. While viewing content, you may encounter content that might be inaccurate, incomplete, misleading, illegal, offensive or otherwise harmful. Arkchat does not review or authorise content posted and shared by You and other Subscribers. You agree that we are not responsible for Subscribers and their Users’ content. We cannot always prevent this misuse of our Services, and you agree that we are not responsible for any such misuse. Before purchasing any product or artwork on Arkchat or finalising a vendor or professional services on Arkchat, you are responsible for verifying their credentials’ quality and directly negotiating pricing and other commercial terms. Arkchat does not play a direct or indirect role in such transactions and is not liable for any losses you may incur. Therefore, you must directly verify the credentials, product quality and service, and genuineness of service providers and freelancers before engaging in any financial transactions.

In the Explore and Marketplace sections, You may view some Subscribers Accounts with a Blue Verification Tick. Subscribers whose corporate email IDs match their Website automatically get a verification tick. The tick doesn’t denote any kind of physical/documentary verification by us, and it must not be constituted as a verification endorsement by Arkchat. You must do independent due diligence before getting into any business transactions with such subscribers or relying on their published or shared content.

You can email us at support@arkchat.com to complain about any content. Upon receipt of a complaint, we may, at our discretion, remove such posted or shared content and take the necessary action. 

When you search for any product, artwork, professional or freelance service in Arkchat Marketplace and click ‘Collaborate’, you understand and acknowledge that we will automatically create a buyer/seller group between you and the respective seller in your and the respective seller’s account. The seller will also automatically connect with your account as an External Contact.  The buyer/seller group will be accessible to you and the seller in the respective account’s ‘Chat’ section. You and the seller can add users to this group. The seller can view your profile information and communicate with you in the buyer/seller group. Sellers don’t get access to any data in your account except for the data you and your users share with them while sending messages. You can remove the seller from your account and delete the ‘buyer/seller’ group. You acknowledge that if you don’t want any seller to connect with your account as a collaborator and don’t want a ‘buyer/seller’ group to be created in your ‘Chat’ section, you and your users will refrain from clicking ‘Collaborate’  on any seller post in Arkchat Marketplace. By clicking on ‘Collaborate’ on a seller’s post, you give us an irrevocable right to automatically create a Buyer/Seller Group and let the Seller know about your interest in their product, artwork or service.

Arkchat can introduce multiple paid services and subscriptions and revise prices. Arkchat can increase the price of any paid service or subscription after a 30-day notice. You agree to pay us the applicable fee and taxes when you buy any paid services or subscriptions. Failure to pay fees and taxes will cause the termination of the paid service and subscription. You also agree that:

1. Your purchase may be subject to foreign exchange fees or price differences based on location.

2. The paid service(s)/subscription prices on iOS devices and Arkchat web platform/Android devices may differ.

3. Your billing and payment method for recurring subscriptions/paid services will be stored on a credible and well-known payment gateway. Arkchat never stores your credit card or other payment information on its servers.

4. If you opt for a recurring subscription method, Arkchat will automatically charge your payment method the subscription amount for the number of users in one or more chat groups during the respective billing cycle. If you do not wish to continue with subscriptions or paid services, please cancel them before renewal.

5. Recurring subscriptions and other paid services are non-refundable.

6. We currently do not charge for storing your Data. However, we reserve the right to do so in the future. If such charges are levied, you must pay them to continue using all Arkchat services.

7. Arkchat Generative Ai Bot is a paid service. It is currently being offered free. We reserve the right to start charging for the use of Arkchat Generative Ai Bot at any time in the future. If you opt not to purchase the Generative Ai Bot service when we charge for it, you won’t be able to use Arkchat Generative Ai Bot but can continue using other Arkchat services.

The following services are free:

1. DMs between your account users.
2. Posting services.
3. Product postings if you’re a product manufacturer or seller.
4. Artwork postings if you’re an artist or art seller.
5. Sharing videos.
6. Posting and sharing photos.
7. Viewing content posted or shared by others, liking it, and connecting with publishers.

The following services are paid:

1. Using ‘Groups’ to collaborate with Users, Collaborators, and Sellers. Groups allow you to collaborate efficiently with your users and collaborators, manage your business effortlessly by converting chats to tasks and approval requests, and access Arkchat Generative AI Bot.

2. Arkchat Generative Ai Bot. Currently, it is being offered for free when you use ‘Groups’. 

3. Storing data above 15 GB in your account. Currently, you can store unlimited data for free.

From the date you sign up, you get a 30-day free trial period to use all paid services for free. Buy a monthly subscription before the free trial period expires to continue using paid services.
If an External Contact invites you to collaborate when your free trial has expired and you haven’t purchased a subscription,  you can still collaborate with them in their groups for 30 days without buying a subscription. You must buy a subscription before the expiry of 30 days to continue collaborating with the External Contact(s).

If you’ve opted for auto-renewal service,
(a) your subscriptions will automatically renew (without the need to go through the ‘checkout’ on the Services interface or execute a renewal Order Form) for additional periods equal to 30 days.

(b) the per-unit pricing during any automatic renewal term will remain the same as during the term immediately unless we have increased the subscription/service price and given you 30 days’ notice. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Arkchat may, at its discretion, introduce an Invite & Refer programme, hereinafter referred to as ‘The Programme’.

Invite Programme
When external contacts join your account by clicking on your unique External Contact invite link and become paid subscribers, Arkchat will credit your account with 50% of the first-month subscription they pay to Arkchat.

Refer Programme
You can refer Arkchat to your contacts or others by sharing your unique referral link. If your contacts or others click on your referral link, sign up on Arkchat, and become paid subscribers, Arkchat will credit your account with 50% of the first-month subscription they pay to Arkchat.

Difference between Invite and Refer
When you invite someone, and they sign up, they become your external contact and can collaborate with you in chat groups. When you refer someone to Arkchat, and they sign up, they don’t become your external contact. The links for Invite and Refer are different. 

How to use Invite & Refer credits
If you’re a paid subscriber, Arkchat will automatically lower your monthly subscription by the credit amount in your Invite & Refer Programme Wallet. If you’re not a paid subscriber, the credits will remain in your Invite & Refer Wallet for 12 months and lapse after that.  

Terms and Conditions Related to Invite & Refer Programme
1. You’ll get Invite & Refer Programme credits only if your invitee or referral clicks on your unique link, signs up on Arkchat, and buys an Arkchat subscription. 

2. The percentage of your invitees/referral subscription credited to your account is subject to change without notice.

3. The Invite & Refer Programme only applies to the monthly subscriptions purchased by your invitees/referrals to collaborate in groups. It does not apply to any other paid service, including payments made to use Generative AI or buy Cloud Storage. 

4. The Programme credits can’t be encashed unless you become an Arkchat Partner/Brand Evangelist.

5. Credits that are unutilised for more than 12  months will lapse.

6. The percentage credited may differ for Arkchat Partners/Brand Evangelists.

7. Programme credits are only given for new sign-ups. You are not entitled to programme credits if you invite or refer Arkchat to an existing subscriber. 

8. Invite & Refer programme credits can only be utilised to reduce your subscription billing if you have purchased a subscription using the Arkchat web platform or an Android device. Invite & Refer credits don’t reduce your monthly subscription if you purchase a subscription through Apple devices.

9. Arkchat can discontinue the Programme without notice. Even if the programme is discontinued, we will continue reducing your monthly subscription until your credit balance is zero or your credits lapse. 

Occasionally, we look for beta testers to help us test our new features. These features will be identified as ‘beta’ or ‘pre-release’ or words or phrases with similar meanings (each, a ‘Beta Product’). Beta Products may not be ready for prime time, so they are made available ‘as is, and any warranties or contractual commitments that we make for other Services do not apply. Should you and your users encounter any faults with our Beta Products, we would love to hear about them. Our primary reason for running beta programmes is to iron out issues before making a new feature widely available. Using a service labelled Beta will imply that you’ve opted to become a beta subscriber/user.

The more suggestions our users make, the better our Services become. If we implement your suggestions, you (subscriber) and your users grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free licence to use any such feedback or suggestions for any purpose without any obligation or compensation to you as a Subscriber or any user or other person. Please don’t take it personally if we do not implement the suggestion. We appreciate it nonetheless.

We allow the integration of your (Subscriber) account(s) with other platforms and applications. ONCE YOU OPT TO INTEGRATE YOUR ACCOUNT WITH OTHER PLATFORMS OR APPLICATIONS, WE DO NOT WARRANT OR SUPPORT NON-ARKCHAT PRODUCTS, AND, ULTIMATELY, YOU (SUBSCRIBER) (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-ARKCHAT PRODUCT IS SOLELY BETWEEN YOU (SUBSCRIBER) AND THE APPLICABLE PLATFORM.

If a Non-Arkchat Product is enabled for your account, please be mindful of any Data that will be shared with the third-party provider and the purposes for which the other platform requires access. We will not be responsible for any use, disclosure, modification or deletion of Subscriber Data transmitted to or accessed by a Non-Arkchat Product.

Please review our Privacy policy for more information on how we collect and use data relating to the use and performance of our website(s), platform and mobile apps.

You (Subscriber) and your users must comply with the Contract. We may, at our option, review your conduct, but we have no obligation to do so. We aren’t responsible for the content of any Data or how you (Subscriber) or your users choose to use the Services or store or process Data. The Services are not intended and should not be used by anyone under the age of 16. You must ensure that all Users are over 16 years of age. To access and use the services, you (Subscriber) are solely responsible for providing high-speed Internet service for your users. Slow internet speed may affect sending/receiving messages and attachments and make it harder to access other services.

The Subscriber isn’t the only one with responsibilities: we have some, too. We will

(a) make the Services available to you and your  users as described in the Contract

(b) not use or process your Data for any purpose without your prior written instructions; provided, however, that ‘prior written instructions’ will be deemed to include use of the Services by your users and any processing related to such use or otherwise necessary for the performance of the Contract.

For any breach of a warranty in this section, the Subscriber’s exclusive remedies are those described in the sections titled ‘Termination for cause’ and ‘Effect of termination’.

You agree that you will:
1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
2. Provide accurate information and update it when necessary.
3. Use your real name and picture on your profile.
4. Only use your organisation’s logo on your organisation’s profile. 
5. Professionally use Arkchat Services.

You agree that you will not:
1. Use the subscriber account for anyone other than yourself (a real person or a legitimate organisation) or use or attempt to use others’ accounts.

2. Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins, add-ons or any other technology) to scrape the Services or otherwise copy Arkchat’s intellectual property and other data from Arkchat.

3. Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches)

4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Arkchat;
5. Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer).

6. Post anything that contains software viruses, worms, or any other harmful code.

7. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source.

8. Imply or state that you are affiliated with or endorsed by Arkchat without our express consent (e.g., representing yourself as an accredited Arkchat trainer).

9. Rent, lease, loan, trade, sell/resell or otherwise monetize the Services or related data or access to the same, without Arkchat’s consent.

10. Deep-link to our Services for any purpose other than to promote your profile without Arkchat’s consent.

11. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages.

12. Monitor the Services’ availability, performance or functionality for any competitive purpose.

13. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services.

14. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services).

15. Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms).

Protecting your (Subscriber) Data is our top priority. We will maintain administrative, physical and technical safeguards. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Subscriber Data by our personnel. Before sharing Subscriber Data with any of our third-party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Subscriber Data and preventing unauthorised access. You (not us) bear sole responsibility for adequate security, protection and backup of your Data when it is in your or your representatives’ or agents’ possession or control. We are not responsible for what your users do with your Data. That is your responsibility.

We may leverage our employees, those of our corporate affiliates and third-party contractors (the ‘Arkchat Extended Family’) to exercise our rights and perform our obligations under the Contract. We will be responsible for the Arkchat Extended Family’s compliance with our obligations under the Contract.

What’s yours is yours…

Between us, on the one hand, and you and your users, on the other, you will own all (Subscriber) Data. Subject to the terms and conditions of the Contract, you (for yourself and all of your users) grant us and the Arkchat Extended Family a worldwide, non-exclusive, limited-term licence to access, use, process, copy, distribute, perform, export and display your (Subscriber) Data to: 

(a) to provide, maintain and update the Services; 
(b) to prevent or address service, security, support or technical issues; 
(c) as required by law or as permitted by the privacy policy; and 
(d) as expressly permitted in writing by the Subscriber. The Subscriber represents and warrants that it has secured all rights in and to Subscriber Data from its internal team members as may be necessary to grant this licence.

And what’s ours is ours…
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available via app/Play stores or other channels as part of the Services. We grant to You a non-sublicensable, non-transferable, non-exclusive, limited licence for You and your users to use the object code version of these components (subject to payment of subscription/paid services) but solely as necessary to use the Services and under the Contract and the Terms of Service. All our rights not expressly granted by this licence are hereby retained.

Contract term

As further described below, all free services in your account continue until terminated. The Contract remains effective until all subscriptions and paid services ordered under the Contract have expired or been terminated or the Contract itself terminates. Deleting the account will terminate all subscriptions, all subscriber data and Invite & Refer Credits.

We or You may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. You are responsible for your Users, including any breaches of this Contract caused by your Users. We may terminate the Contract immediately without notice to You if we reasonably believe You or Your Users are using the Services in violation of applicable law or the terms of this contract.

You may terminate your subscription immediately without cause. We may also terminate Your subscription without cause, but we will provide You with thirty (30) days prior written notice.

Effect of termination

1. Refunds

Upon any termination for cause by the Subscriber, no refund will be made of any prepaid amount covering the remainder of the term of all types of subscriptions and paid services. 

2. Data portability and deletion

We are custodians of Your Data. During the term of Your account, You will be permitted to download Your Data. You’ll be responsible for periodically downloading Your data and for downloading data before deleting your account(s). Once the account(s) are deleted, you’ll lose access to Your data, and we will not be responsible for any data loss.

You acknowledge and agree that the ability to download Data may be limited or unavailable depending on certain types of data. Following the termination or expiration of a subscription or deletion of Your account, we will have no obligation to maintain or provide Your Data and may, after that, unless legally prohibited, delete Your Data in our systems or otherwise in our possession or under our control.

You warrant that you have validly entered the Contract and have the legal power to do so. You also warrant that you are responsible for your account users’ conduct and compliance with the terms of this Contract.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT, WILL EITHER YOU OR THE ARKCHAT EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE TERMS OF SERVICE (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWO (2) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT YOUR OBLIGATIONS UNDER THE ‘PAYMENT TERMS’ SECTIONS ABOVE.

IN NO EVENT WILL EITHER YOU OR ANY MEMBER OF THE ARKCHAT EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER, CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

You are responsible for all login credentials for your and your user accounts, including usernames and passwords. We will not be responsible for any damages, losses or liability to you, your users or anyone else if such information is not kept confidential by you or your users or if such information is correctly provided by unauthorised third parties logging in to and accessing the Services.

The limitations under this ‘Limitation of Liability’ section apply to all legal theories, whether in contract, tort, or otherwise and to the extent permitted by law. The provisions of this ‘Limitation of Liability’ section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

We will defend You from and against any third-party claims, actions, suits, proceedings and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriation a third party’s intellectual property rights (a ‘Claim Against You’), and will indemnify You for all reasonable solicitor’s fees incurred and damages and other costs finally awarded against You in connection with or as a result of, and for amounts paid by You under a settlement that we approve of in connection with, a Claim Against You; provided, however, that we will have no liability if a Claim Against You arises from (a) Your Data or Non-Arkchat Products; and (b) any modification, combination or development of the Services that we do not perform. You must provide us with prompt written notice of any Claim Against You, which allows us the right to assume exclusive defence and control and cooperate with any reasonable requests assisting our defence and settlement of such a matter. This section states our sole liability with respect to Your exclusive remedy against us and the Arkchat Extended Family for any Claim Against You.

You will defend Arkchat and the members of the Arkchat Extended Family (collectively, the ‘Arkchat Indemnified Parties’) from and against any third-party claims, actions, suits, proceedings and demands arising from or related to You or any of Your Users’ violation of the Contract (a ‘Claim Against Us’), and will indemnify the Arkchat Indemnified Parties for all reasonable solicitor’s fees incurred and damages and other costs finally awarded against an Arkchat Indemnified Party in connection with or as a result of, and for amounts paid by an Arkchat Indemnified Party under a settlement that You approves of in connection with, a Claim Against Us. We must provide you with prompt written notice of any claim against us, allow You the right to assume exclusive defence and control and cooperate with any reasonable requests to assist You in defending and settling such a matter. This section states your sole liability with respect to and the Arkchat Indemnified Parties’ exclusive remedy against You for any Claim Against Us.

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own legal representation if it pays for the cost of such representation, and (b) no settlement may be entered into by an indemnifying party without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency; (ii) the settlement arguably involves the making of admissions by the indemnified parties; (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Confidential information:
Each party (‘Disclosing Party’) may disclose ‘Confidential Information’ to the other party (‘Receiving Party’) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Forms, as well as non-public business, product, technology and marketing information. Confidential Information of You includes Your Data. If something is labelled ‘Confidential’, that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information:
The Receiving Party will (a) take reasonable measures to prevent the unauthorised disclosure or use of Confidential Information and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors, provided that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled access or disclosure:
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law, provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information, as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

The sections titled ‘We welcome feedback’, ‘Non-Arkchat Products’, ‘Our content removal rights’, ‘Use of the Services’, ‘Payment terms’, ‘Credits’, ‘The Arkchat Extended Family’, ‘What’s yours is yours…’, ‘And what’s ours is ours’, ‘Effect of termination’, ‘Data portability and deletion’, ‘Representations, disclaimer of warranties’, ‘Limitation of Liability’, ‘Our indemnification of the Subscriber’, ‘The Subscriber’s indemnification of us’, ‘Limitations on indemnifications’, ‘Confidentiality’ and ‘Survival’, as well as all of the provisions under the general heading ‘General provisions’, will survive any termination or expiration of the Contract.

Publicity
You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our websites, social media platforms and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided to us from time to time. We don’t want to list Subscribers who don’t want to be listed, so You may email legal@arkchat.com stating that you do not wish to be used as a reference.

You nor we will be liable because of any failure or delay in the performance of our obligations on account of events beyond the reasonable control of any party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism and government action.

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract.

Except as otherwise set forth herein, all notices under the Contract will be by email. However, we may notify You through the Services (e.g. Arkchat notification). Please send communications to Arkchat at support@arkchat.com, except for legal notices, such as termination notices or an indemnifiable claim, which must be sent to legal@arkchat.com. Notices will be deemed duly given (a) the day after they are sent, in the case of notices through email, and (b) the same day, in the case of notices through the Notification Service.

As our business evolves, we may change these Terms of Service and the other components of the Contract. In that case, we will provide You with reasonable notice before the change takes effect, either by emailing the email address associated with Your account or by messaging You through the Services. You can review the most current version of the Subscriber Terms anytime by visiting this Terms of Service page. The materially revised Contract will become effective on the date outlined in our notice, and all other changes will become effective upon posting the change. If you or your users access the Arkchat Account or use the Services after the effective date, that use will constitute your and your users’ acceptance of any revised terms and conditions.

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

If a court of competent jurisdiction holds any provision of the Contract contrary to law, the contract will be enforced to the fullest extent permitted under applicable law. In that case, the court will modify the provision and interpret it to accomplish the original provision’s objectives to the fullest extent permitted by law. The remaining provisions of the Contract will remain in effect.

Except with respect to the Arkchat Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation or the sale of all, or substantially all, of its assets. You will keep your billing and contact information current by notifying Arkchat of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by You, we will refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

You are contracting with Arkchat Ltd, an entity incorporated under the Companies Act 2006 with its registered office in London,, United Kingdom. For all references to ‘Arkchat’, ‘we’ or ‘us’ under the Contract, in case of any dispute or lawsuit arising out of or related to the Contract, the courts in London, UK, shall have the sole jurisdiction.