These Subscriber Terms of Service (the ‘Subscriber Terms’) describe your rights and responsibilities when you sign up to explore Arkchat App/web platform or to use it to communicate with your team, publish your service, product or any other content and connect and collaborate with other businesses and professionals. Please read the terms carefully.
Arkchat is a business messaging platform and mobile app that has a built-in marketplace and features of social media. It helps Subscribers collaborate with their team and business associates. It also helps Subscribers find product sellers and service providers and collaborate with them. To get leads and recognition, all Subscribers can post their products, services and share content on Arkchat.
These ‘Subscriber Terms’ form part of a binding ‘Contract’
These are the Subscriber Terms between you (an individual) or an organisation on whose behalf you are signing up and ‘we’, ‘our’, and ‘us’. ‘We’, ‘our’ and ‘us’ refer to the applicable Arkchat entity in the section below entitled, ‘Which Arkchat entity is the Subscriber contracting with?’
A Subscriber is an individual or an organisation that opts to sign up on the Arkchat App/Web Platform. When a subscriber signs up, an account is created. It is referred to as the ‘Subscriber Account’. The person who signs up as an individual or on behalf of an organisation is the account’s first admin. After signing up, the first admin can invite users to join the account and make any number of internal users account admins.
When admin(s) invite internal and/or external teams to the subscriber account, the individuals or organisations who join the subscriber account (through invitation link) become the subscriber account’s users.
Internal team members are a subscriber’s employees, directors, and owners. Only individuals can be internal team members.
External team members are freelancers, service providers, product sellers, partners, business associates, customers etc. External team members can be individuals and organisations.
Every Subscriber Account has three categories of users: Admin, Manager and User. The admin has super powers to manage and delete the account, buy a subscription, backup data etc. Managers’ rights allow them to manage day to day activities, including task and approval management, posting content etc. Users can send and receive messages and execute tasks. Account admins can assign user rights to internal team members. An account admin can downgrade other admins to managers and users.
Once you click on ‘Signup’, enter the details required to create an account, and under account type opt for ‘Professional’, you become a subscriber in your individual capacity. When you opt for other account types, you make your firm/organisation/company/legal entity whose name you enter, the subscriber of the account. In this case it is deemed that the firm/organisation/company/legal entity exists, you are an internal team member, and you have the authority to accept the ‘Terms of Service’ of Arkchat on behalf of the firm/organisation/company/legal entity. These ‘Terms of Service’ will apply to all additional accounts you create. You as an account admin, and those you make account admins, will hold the responsibility to use the subscriber account in your individual capacity and as the authorised representative of your firm/organisation/company/legal entity, in accordance with the ‘Terms of Service’. If you’ve signed up as a professional and are later invited to join a firm/organisation/company/legal entity’s account as an internal team member, and such firm/organisation/company/legal entity’s account admin makes you an admin of the account, it will be deemed that you know that you’re responsible for conducting the account in accordance with the Terms of Service.
A subscriber account’s Internal and External teams may submit information or data such as messages, files, and links in ‘Chats’ to communicate with each other. The account’s Admins and Managers may post services and products or share videos and photos using the ‘Post’ section, which can be accessed in ‘Explore’ and ‘Chats’. Collectively all information, files and links are referred to as ‘Subscriber Data’ and service, product postings, shared videos and photos are referred to as content. The internal and external teams provide us with instructions about what to do with the ‘Subscriber Data’ and ‘Content’ in Chats/Post/Explore. For example, the Internal Teams may provision or de-provision access to services, enable or disable third-party integrations, manage permissions, and assign rights. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all ‘Subscriber Data’ and/or ‘Content’.
The admin(s) of the subscriber account will
(a) Inform the internal team of all policies and practices that govern their use of the Arkchat platform and of any settings that may affect the processing of ‘Subscriber Data’ and ‘Content’.
(b) ensure that the transfer and processing of ‘Subscriber Data’ and ‘Content’ is as per provisions of this contract and lawful.
The ‘Chats’ section in Arkchat is permitted to be used only for messaging and collaboration by legitimate businesses. Businesses may use it only for messaging and collaborating with their internal and external teams. Professionals employed in legitimate businesses or seeking jobs and freelance assignments from legitimate businesses may use the ‘Chats’ section to message their associates, partners, prospective employers, and clients. Using the ‘Chats’ section is expressly prohibited for any messaging or collaboration that is illegal in nature.
We allow subscribers to post or share different types of content on Arkchat. Such content may be publicly visible in the ‘Explore’ and ‘Chats’ sections and may also be found on the internet through search engines. Subscribers can post products, art work, professional services, freelance services, and job listings. Subscribers can share video links from YouTube and share photos. Depending on the features available at the time of posting and sharing, you may choose to restrict your posts’ viewership by displaying them only to specific industries and locations. We are not obligated to publish any content and may remove content with or without notice.
You can only post products and artwork that are manufactured or created by you, or which you have a legal right to sell. This means that products can only be posted by manufacturers and their authorised dealers and art work can only be posted by artists and art dealers who are 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, which serve to motivate and inspire, and wholesome fashion and trends.
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) involve commercial activities, such as contests, sweepstakes and other sales promotions or advertising; or (g) give the impression that they are posted or endorsed by us or any other person or entity, if this is not the case. (h) stock market advice, (i) movies or (j) personal views about any sensitive subject.
Content posted and shared by subscribers and their internal team members can be viewed in ‘Explore’ and ‘Chat’ sections. While viewing content you may encounter content that might be inaccurate, incomplete, misleading, illegal, offensive or otherwise harmful. Arkchat generally does not review content posted and shared by subscribers and their internal team members. You agree that we are not responsible for subscribers and their internal team members’ 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 art work on Arkchat, or finalising a vendor or professionals’ services on Arkchat, you bear the responsibility for verifying their credentials, quality and for directly negotiating pricing and other commercial terms. Arkchat does not play a direct or indirect part 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, freelancers, or job seekers before engaging in any financial transactions.
You can complain to us about any content by clicking on the three dots located next to the posted or shared content. Upon receipt of a complaint, we may remove such posted or shared content from the Arkchat platform.
When you search any product, artwork, professional and freelance service, or job postings, and attach them to your chats or select such postings in other parts of the ‘Chat’ section, you understand and acknowledge that we will intimate the seller of such product or service through a notification that informs them of your interest in their product or service. This notification is referred to as a lead. We also automatically create a ‘buyer | seller’ group in your ‘Chats’ section wherein you can collaborate with sellers of products or services whose posts have been attached by you to your chats or have been selected by you. The seller automatically joins your account as an external team member. However, the seller does not get access to any of the subscriber data in your account. You have the right to remove the seller from your account and delete the ‘buyer | seller’ group. You acknowledge that if you don’t want any seller to join your account as an external team member and don’t want a ‘buyer | seller’ group to be created in your ‘Chat’ section, you and your internal team members will refrain from selecting any seller post and attaching it to ‘Chats’. By selecting a sellers’ post you give us an irrevocable right to send a lead to the seller and automatically create a ‘buyer | seller’ group in your account.
Arkchat may introduce multiple paid services and subscriptions. The pricing of paid services and subscriptions can be increased after a 30 days notice. When you buy our paid services and subscriptions, you agree to pay us the applicable fee and taxes. Failure to pay these fees and taxes will result in the termination of the paid service and subscription. You also agree that:
1.Your purchase may be subject to foreign exchange fees or difference in pricing based on location.
2.The paid service(s) prices may differ on iOS devices and Arkchat web platform/Android devices.
3.Your billing and payment method will be stored on a credible payment gateway. Please note, Arkchat does not store your credit card or any other payment information.
4.If you purchase a recurring subscription, the payment method will be automatically charged at the start of the subscription period for the number of internal team members in your account. When you don’t wish to continue with any of the paid services, please cancel before the renewal date.
5.You have the option to purchase a subscription for your external team members. If you purchase a recurring subscription for your external team members, the external team members will collaborate with you without the need to buy any subscription; however, if the external team members wish to collaborate with their internal teams in a separate group or collaborate with other external team members, they will need to purchase their own recurring or lifetime subscriptions. If you cancel a recurring subscription you purchased for your external team, the external team will be unable to collaborate with you without buying their own subscription.
6.Recurring subscriptions and other paid services are non-refundable. Lifetime subscriptions can be refunded within 30 days from the date of the purchase provided you share clear instructions about refunding lifetime subscription on firstname.lastname@example.org or by using any other method specified in the app or the web platform.
7.We currently do not charge for storing your Subscriber Data. However, we reserve the right to do so in the future. If such charges are levied, you will need to pay them even if you have a recurring or lifetime subscription.
The following services are free for all subscribers:
1.Posting services: Professional services by firms and freelance services by professionals.
2.Job listings posted by professionals to seek employment opportunities.
3.Product postings by manufacturers and product sellers
4.Art work postings by artists/art sellers
5.Sharing videos from YouTube
7.Viewing content posted or shared by others, liking it, and commenting on it
8.Sending a message to the publisher of any content through the ‘Explore’ section.
The following services must be paid for by all subscribers:
Using all services of the ‘Chats’ section. These include sending and receiving messages, assigning tasks, seeking approvals, engaging in buyer/seller collaboration.
Free Trial Period
When you sign-up for the first time, you can start posting your products or services, sharing content, and exploring content posted or shared by others for free. Arkchat offers a 30-day free trial period during which you can use the ‘Chats’ section’s complete functionality. The 30-day free trial starts when either:
You create a group or invite at least one internal or external team member to your account. You can then start using ‘Chats’ to send and receive messages, assign tasks, and seek approvals etc.
A subscriber who uses Arkchat finds your product or service while using the ‘Chats’ section and invites you to engage in buyer/seller collaboration. As soon as the subscriber who’s interested in your product or service either adds your listing to his group or sends you an invitation, a buyer/seller group is automatically created in your account’s ‘Chats’ section. The interested subscriber (buyer) and you automatically join this group. You’re now ready to collaborate with the buyer by sending messages, seeking approvals etc.
The 30-day free trial starts only when either of the above two events occur. We don’t start a free trial immediately after you sign up. If you sign-up on 1st April, and either of the above two events occur on June 1st, your free trial period will be from June 1st to June 30th.
You may purchase a 30-day recurring subscription for your internal team members. If you opt for this recurring subscription, we will automatically charge the subscription price every month. This amount will depend on the number of internal team members in your account. We don’t charge any subscription for the external team members linked to your account; however, if you wish, you may pay a recurring subscription on behalf of your external team members.
You may purchase a lifetime subscription to use the ‘Chats’ section for your internal team members. With the lifetime subscription, you can use those features in the ‘Chats’ section that were available when you purchased the subscription. However, if we introduce any new features or service in ‘Chats’, we may charge a new recurring subscription, fixed fee per transaction, or another lifetime subscription. You may purchase such features or services, or continue using the features the lifetime subscription had at the time of your purchase. In the future, if we decide to charge an amount for storing your files and data, you will be required to pay for storage space exceeding the free limit provided to continue using the lifetime subscription.
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 the users encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programmes is to iron out issues before making a new feature widely available.
The more suggestions our users make, the better the Services become. If the subscribers and internal team members send us any feedback or suggestions regarding the Services, there is a chance that we will use it, so the Subscriber or internal team member grants us (for itself and all of its internal team members) 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 the Subscriber, any internal team member or any other person. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.
We allow the integration of the subscriber account with other platforms and applications. ONCE SUBSCRIBER ADMIN(S) OPT TO INTEGRATE THEIR ACCOUNT WITH OTHER PLATFORMS OR APPLICATIONS, WE DO NOT WARRANT OR SUPPORT NON-ARKCHAT PRODUCTS, AND, ULTIMATELY, THE SUBSCRIBER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-ARKCHAT PRODUCT IS SOLELY BETWEEN THE SUBSCRIBER AND THE APPLICABLE PLATFORM.
If a Non-Arkchat Product is enabled for the Subscriber account, please be mindful of any subscriber 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 that is transmitted to, or accessed by, a Non-Arkchat Product.
The Subscriber, and its internal team members must comply with the Contract. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Subscriber Data or the way that the Subscriber or its internal team members choose to use the Services to store or process any Subscriber Data. The Services are not intended for and should not be used by anyone under the age of 16. The Subscriber admin(s) must ensure that all internal team members are over 16 years of age. The Subscriber is solely responsible for providing high-speed Internet service for itself and its users to access and use the Services. Slow internet speed may affect sending/receiving messages and attachments and accessing other services.
Providing the Services
The Subscriber isn’t the only one with responsibilities: we have some, too. We will
(a) make the Services available to the Subscriber and its users as described in the Contract, and
(b) not use or process Subscriber Data for any purpose without the Subscriber’s prior written instructions; provided, however, that ‘prior written instructions’ will be deemed to include use of the Services by internal team members 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’.
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 to us and updated it when necessary;
3.You’ll sign up on behalf of an organisation only if you’re its employee and have the legal authority to sign-up on its behalf to create an Arkchat account.
4.Use your real name on your profile
5.Use Arkchat’s Services in a professional manner.
You agree that you will not:
1.Use a subscriber account for anyone other than yourself (a real person), or use or attempt to use another’s account;
2.Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy Arkchat’s intellectual property and other data from the Services;
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);
The protection of Subscriber Data is a top priority for us, so 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. The Subscriber (not us) bears sole responsibility for adequate security, protection and backup of Subscriber Data when it is in the Subscriber’s or its representatives’ or agents’ possession or control. We are not responsible for what the Subscriber’s users do with Subscriber Data. That is the Subscriber’s responsibility.
We may leverage our employees, those of our corporate affiliates and third-party contractors (the ‘Arkchat Extended Family’) in exercising our rights and performing 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…
As between us on the one hand, and the Subscriber and its internal team members on the other, the Subscriber will own all Subscriber Data. Subject to the terms and conditions of the Contract, the Subscriber (for itself and all of its internal team members) grants us and the Arkchat Extended Family a worldwide, non-exclusive, limited-term licence to access, use, process, copy, distribute, perform, export and display Subscriber Data,
(a) to provide, maintain and update the Services;
(b) to prevent or address service, security, support or technical issues;
(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 the Subscriber a non-sublicensable, non-transferable, non-exclusive, limited licence for the Subscriber and its internal team members to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this licence are hereby retained.
As further described below, all free services in the Subscriber account continue until terminated, while a paid subscription or service has a term that may expire/may not expire in case of lifetime subscription or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated, or the Contract itself terminates. Deletion of the account will terminate all subscriptions and all subscriber data.
Unless an Order Form says something different,
(a) all subscriptions (other than lifetime subscriptions) automatically renew for the number of internal team members (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 or any other term opted by the Subscriber or the preceding term.
(b) the per-unit pricing during any automatic renewal term will remain the same as it was during the term immediately prior, 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.
We or the Subscriber 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. The Subscriber is responsible for its internal team members, including for any breaches of this Contract caused by its internal team members. We may terminate the Contract immediately on notice to the Subscriber if we reasonably believe that the Services are being used by the Subscriber or its internal team members in violation of applicable law or the terms of this contract.
The Subscriber may terminate its subscription immediately without cause. We may also terminate the Subscriber’s subscriptions without cause, but we will provide the Subscriber with thirty (30) days prior written notice.
Effect of termination
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.
Data portability and deletion
We are custodians of Subscriber Data. During the term of a Subscriber account, the Subscriber will be permitted to download Subscriber Data. The subscriber/admins of subscriber will be responsible for periodically downloading the subscriber data and for downloading all their data before deleting the account. Once the account is deleted, the subscriber will lose access to the data and we will not be responsible for any data loss. When a subscriber joins a different subscriber as an external team member and collaborates with that subscriber in groups (created and owned by the different subscriber), the subscriber loses access to all data in the earlier group upon exiting a group or being removed from the group by its group owner. Hence, before exiting or being removed from a group, the subscriber must periodically download data to ensure access to it. Buyers/sellers always collaborate in a group owned by the buyer. When a buyer removes a seller from the group or the seller exits the group, the seller loses access to the data in the group. Hence, the seller must periodically download data for future reference.
The subscriber acknowledges and agrees that the ability to download Data may be limited or unavailable depending on certain type of data. Following termination or expiration of a subscription or deletion of a Subscriber account, we will have no obligation to maintain or provide any Subscriber Data and may thereafter, unless legally prohibited, delete all Subscriber Data in our systems or otherwise in our possession or under our control.
The Subscriber represents and warrants that it has validly entered into the Contract and has the legal power to do so. The Subscriber further represents and warrants that it is responsible for the conduct of its internal team members and their 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, AND 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. THE SUBSCRIBER ACKNOWLEDGES 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 THE SUBSCRIBER’S OR THE ARKCHAT EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE SIX
(6) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT THE SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER THE ‘PAYMENT TERMS’ SECTION ABOVE.
IN NO EVENT WILL EITHER THE SUBSCRIBER 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.
The Subscriber is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the internal team members. We will not be responsible for any damages, losses or liability to the Subscriber, internal team members or anyone else if such information is not kept confidential by the Subscriber or its internal team members, or if such information is correctly provided by an unauthorised third party logging in to and accessing the Services.
The limitations under this ‘Limitation of liability’ section apply with respect 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 the Subscriber from and against any and all third-party claims, actions, suits, proceedings and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a ‘Claim Against Subscriber’), and will indemnify the Subscriber for all reasonable solicitor’s fees incurred and damages and other costs finally awarded against the Subscriber in connection with or as a result of, and for amounts paid by the Subscriber under a settlement that we approve of in connection with, a Claim Against Subscriber; provided, however, that we will have no liability if a Claim Against Subscriber arises from (a) Subscriber Data or Non-Arkchat Products; and (b) any modification, combination or development of the Services that is not performed by us. The Subscriber must provide us with prompt written notice of any Claim Against Subscriber and allow us the right to assume the 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, and the Subscriber’s exclusive remedy against us and the Arkchat Extended Family for, any Claim Against Subscriber.
The Subscriber’s indemnification of us
The Subscriber will defend Arkchat and the members of the Arkchat Extended Family (collectively, the ‘Arkchat Indemnified Parties’) from and against any and all third-party claims, actions, suits, proceedings and demands arising from or related to the Subscriber’s or any of its internal team members’ 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 a Arkchat Indemnified Party in connection with or as a result of, and for amounts paid by a Arkchat Indemnified Party under a settlement that the Subscriber approves of in connection with, a Claim Against Us. We must provide the Subscriber with prompt written notice of any Claim Against Us and allow the Subscriber the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting the Subscriber’s defence and settlement of such a matter. This section states your sole liability with respect to, and the Arkchat Indemnified Parties’ exclusive remedy against the Subscriber 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.
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 the Subscriber includes Subscriber 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 prior to 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 at least 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, however, 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.
The Subscriber grants us the right to use the Subscriber’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to the Subscriber’s 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 the Subscriber may send us an email to email@example.com stating that it does not wish to be used as a reference.
Neither we nor the Subscriber will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a 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, although we may instead choose to provide notice to the Subscribers through the Services (e.g. a Arkchat notification). Notices to Arkchat will be sent to firstname.lastname@example.org, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to email@example.com. Notices will be deemed to have been 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 Subscriber Terms and the other components of the Contract. If we make a material change to the Contract, we will provide the Subscriber with reasonable notice prior to the change taking effect, either by emailing the email address associated with the Subscriber’s account or by messaging the Subscriber through the Services. The Subscriber can review the most current version of the Subscriber Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If the Subscriber (or any internal team member) accesses or uses the Services after the effective date, that use will constitute the Subscriber’s 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.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and 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. The Subscriber will keep its billing and contact information current at all times 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 the Subscriber, we will refund the Subscriber 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.
The subscriber is contracting with Arkchat Private Limited, an entity incorporated under the Companies Act 2013 and has its registered office in Gurgaon in the state of Haryana, India. For all references to ‘Arkchat’, ‘we’ or ‘us’ under the Contract, in case of any dispute or lawsuit arising out of or in connection with the Contract, the courts in Gurgaon, Haryana, India shall have jurisdiction.