These subscriber terms of service (the ‘subscriber Terms’) describe your rights and responsibilities when you signup 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 with a built in marketplace and social media capabilities. It helps businesses to collaborate with their team and business associates, find product sellers and service providers and collaborate with them, post their products, services and share content on Arkchat to get leads and recognition.
These ‘Subscriber Terms’ form part of a binding ‘Contract’
These Subscriber Terms between you (an individual) or an organisation on whose behalf you are signing up and us. ‘We’, ‘our’ and ‘us’ refer to the applicable Arkchat entity in the section entitled ‘Which Arkchat entity is the Subscriber contracting with?’ below.
A Subscriber is an individual or an organisation who opts to signup for Arkchat App/Web Platform. The person who is signing up as an individual or on behalf of an organisation is the first admin of the account. After signing up, the first admin can invite users to join the account and nominate any number of users to become admin of the account.
When admin(s) invites internal and/or external teams to join the subscriber account, the individuals or organisations joining the subscriber account (through invitation link) become the users of the subscriber account.
Internal team consists of employees/family members of the subscriber. Internal team members can only be individuals.
External teams consists of all others who are not employees/family members of a subscriber. These can be freelancers, service providers, product sellers, partners, business associates etc. External teams can consist of individuals or organisations.
Every Arkchat account has three user right categories. These are: Admin, Manager and User. While admin has super powers to manage and delete account, pay subscription, backup data etc. Managers have rights to manage day to day business activities that includes task and approval management, content posting etc. Users can communicate and execute tasks. Account admins can assign user rights to their internal team members. they can assign multiple users to have Admin and Manager rights. Any account admin can downgrade the rights of other admins to managers or users.
Once you click on Signup and proceed to fill in the required details to create an account, by opting to signup under the professional category, you become an Arkchat subscriber in your personal capacity. Your organisation becomes a subscriber if you opt to signup in any category other than a “Professional category”. If you have opted to signup in any category other than the Professional category, it will be deemed that you have the necessary authority to enter into the contract on behalf of the organisation whose name is entered by you in the Signup form. The person who initially signup becomes the account administrator of the subscriber’s account with the superpower to invite Internal and External Teams to join the subscriber account. All account admins are responsible for everything related to the subscriber account, individually and collectively. Admin(s) of a subscriber account can signup for multiple accounts with the “terms of service” applicable for each account separately.
Internal and External teams of a Subscriber account may submit content or information such as messages or files (‘Data’), in ‘Chats’ to communicate with each other. Admins and Managers of a subscriber account may post content on Arkchat marketplace/ Gallery. They may exclusively provide us with instructions on what to do with the content in Chats/Marketplace/Gallery it. For example, the admins and managers may provision or de-provision access to the 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.
The admin(s) and Manager(s) of the subscriber will
(a) inform Users of all Subscriber policies and practices that are relevant to their use of the Services and of any settings that may affect the processing of Subscriber Data, and
(b) ensure that the transfer and processing of Subscriber Data under the Contract are lawful.
The paid subscription allows Internal teams of a subscriber account to collaborate with each other and with external teams by using the chat module. No matter what role they are in, a subscription is required for each Internal team member. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between the Subscriber and us (each, an ‘Order Form’). Please see the FAQs for more information on procuring subscriptions. Subscription commences when we make it available to the Subscriber and continue for the term specified in the Services ‘checkout’ interface or in the Order Form, as applicable. Each subscription is for the number of internal team members opted by the admin(s) of the account for a specified term. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelt out and agreed to in an Order Form. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, the Subscriber admin(s) may purchase more subscriptions at the same price stated in the Order Form.
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 Users send us any feedback or suggestions regarding the Services, there is a chance that we will use it, so the Subscriber grants us (for itself and all of its users) 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 user 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.
Use of the Services
The Subscriber, and it’s users 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 users 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.
If we believe that there is a violation of the Contract that can simply be remedied by the Subscriber’s removal of certain Subscriber Data or the Subscriber account, we will, in most cases, ask the Subscriber to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action if the Subscriber does not take appropriate action, or if we believe that there is a credible risk of harm to us, the Services, Users or any third parties.
For Subscribers that purchase our Services, fees are specified at the Services interface ‘checkout’ and in the Order Form(s) – and must be paid in advance. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, ‘Taxes’). The Subscriber will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, the Subscriber will reimburse us for such withholding tax.
We believe that Subscribers should only pay for subscriptions that are actually used, so we offer a fair billing policy. Certain exceptions and conditions may apply, as noted in the Services interface ‘checkout’ or in an Order Form
Any credits that may accrue to the Subscriber’s account (for example, from a promotion or application of the fair billing policy), will expire following expiration or termination of the applicable Contract, and will have no currency or exchange value and will not be transferable or refundable. Credits accrued to an account on a free subscription will expire if the workspace’s subscription is not upgraded to a paid subscription within thirty (30) days of accrual.
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 Customer 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 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 Customer’s exclusive remedies are those described in the sections titled ‘Termination for cause’ and ‘Effect of termination’.
Protecting Subscriber’s Data
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 users 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 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 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 users 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 users 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 has a term that may expire/may not expire in case of life time 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 Order Forms.
Unless an Order Form says something different,
(a) all subscriptions (other than lifetime subscriptions) 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 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. 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 users, including for any breaches of this Contract caused by its users. 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 users in violation of applicable law.
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
Upon any termination for cause by the Subscriber, no refund will be made of any prepaid fees covering the remainder of the term of all subscriptions.
Data portability and deletion
We are custodians of Subscriber Data. During the term of a Subscriber account, the Subscriber will be permitted to export Subscriber Data to his/their Google Drive/ Dropbox account. The subscriber acknowledges and agrees that the ability to export Data may be limited or unavailable depending on certain type of data. Following termination or expiration of a subscription or deletion of 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 users and their compliance with the terms of this Contract and the User Terms.
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 TWELVE (12) 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 Services support logins using two-factor authentication (‘2FA’), which is known to reduce the risk of unauthorised use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to the SUBSCRIBER, users or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA with others. Additionally, the Subscriber is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of users. We will not be responsible for any damages, losses or liability to the Subscriber, users or anyone else if such information is not kept confidential by the Subscriber or its users, 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 Customer’), 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, including in the use of any application programming interface (API). 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.
Not with standing 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 Order 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 sections titled ‘We welcome feedback’, ‘Non-Arkchat Products’, ‘Our 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 firstname.lastname@example.org 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 Customer through the Services (e.g. a Arkchat notification). Notices to Arkchat will be sent to email@example.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to firstname.lastname@example.org. 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 (except any Order Forms). 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 user) 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 (including all Order Forms), 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. 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.