TERMS AND CONDITIONS
Last updated December 15, 2022
PLEASE READ THIS AGREEMENT CAREFULLY, IT CONTAINS BINDING AND ENFORCEABLE TERMS AND CONDITIONS RELATIVE TO YOUR SUBSCRIPTION
The following are terms and conditions applicable to purchasers of Yepchat’s (hereafter also referred to as “Yepchat,” “we” and “us”) business communication service (including, without limitation, the React™, Intercept™ and Bundle service packages) and related support services (collectively, the “Service”). By purchasing a subscription to the Service, you agree to follow and be bound by the following terms and conditions.
SERVICE OVERVIEW
The Service provides communication tools for the publication and distribution of communications between businesses and their employees, vendors, and customers. Yepchat does not guarantee the accuracy, integrity, quality or appropriateness of any content transmitted to or through the Service. You understand that all communications posted on, transmitted through or linked through the Service, are the sole responsibility of the person or party from whom such content originated. You acknowledge that by using the Service, you may be exposed to content that is inaccurate, misleading, or offensive. You agree that you must bear all risks associated with, the use of the Service and any content accessible therefrom.
Intercept™ Service:
Via the Intercept Service, Yepchat will take over one or more of the business’s existing phone numbers by submitting a port request to your telecommunication carrier. We port the numbers over to Twilio, our third party service provider and we manage all of the phone calls and text messages transmitted to that number. There is no transfer of ownership over the business’ phone number(s) to Yepchat. While you are authorizing Yepchat to receive and manage phone calls and text messages transmitted to the phone number, we will typically transfer control over the phone number back to you within 24 hours of your written cancellation notice of the Intercept™ Service and your carrier’s transmission of the requisite porting information to Yepchat.
React™ Service:
Via the React Service, Yepchat provides businesses with an anonymous text message feedback tool. We provide you with a dedicated phone number(s) and your customers can transmit text messages that get relayed (in some cases the messages are not relayed to the individual user’s cell phones and are viewable by logging into our tool. They can view and reply via this tool.) to designated individuals within a business (e.g. managers) and those designated individuals can reply in real-time and have two-way anonymous conversations with customers.
SERVICE PAYMENT TERMS
By ordering the Service, you understand and agrees that you are authorizing Yepchat to charge the credit card or ACH bank account you provide as part of the subscription process. You further understand and agree to the following terms and conditions:·
- You are ordering an ongoing subscription to the Service and the subscription fee will be charged on a monthly basis for each month to the credit card or ACH bank account provided by you and associated with your account.
- The subscription fees for the Service or packages you select are noted on the Yepchat website on the payment submission page. All monetary amounts described therein are in U.S. dollars.
- A valid credit card or ACH bank account is required for all accounts.
- You will be charged for the first month of the Service concurrently with your initial order. After your initial payment for the first month of the Service, Yepchat will automatically charge the credit card associated with your account up to five (5) business days on the monthly anniversary date to your initial subscription in each subsequent month of the Service.
- Unless and until you terminate your account, you authorize Yepchat to charge the monthly subscription fee every month.
- All purchases are final.
- You can cancel at any time by notifying us at support@yepchat.com. You are solely responsible for properly cancelling your account. If you can cancel prior to the end of the month, you will receive a refund only through the date of cancellation on a pro-rata basis.
-There will be no refunds or credits for months unused with an open account.
-No refund will be made in the event of termination of your account due a violation of any these terms and conditions.
-You are responsible for confirming the accuracy of all information that you provide for each payment (such as contact information, credit card numbers and expiry dates).
-Yepchat may use third-party service providers to process payments.
-You are solely responsible for all taxes related to your use of the Service, except for taxes on funds paid to Yepchat.
-Prices for the Service, including but not limited to the monthly subscription fee, are subject to change upon thirty (30) days’ notice from us.
-Yepchat reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Yepchat shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
-If you sign up for additional services offered by Yepchat, the additional fees for such services will be confirmed via e-mail from Yepchat and added to the monthly charges.
-Standard data and usage charges instituted by mobile carriers may apply to text messaging services (and are not included in any subscription fees paid to Yepchat) and all users of the Yepchat service are solely responsible for such charges.
Accessing and Using the Service
Access Rights
Subject to and conditional upon your payment of all applicable subscription fees, Yepchat shall grant you a limited, removable, non-exclusive and non-assignment right to use the Service (including its online and mobile software platform) solely for your internal business and informational purposes. Except as provided for above, Yepchat does not grant you any other rights or licenses (express or implied) to utilize, re-sell or otherwise commercially exploit (including providing services to third parties) any aspects of the Service (including, without limitation, any rights or licenses to any patents, trademarks, copyrights, or other proprietary or intellectual property rights of Yepchat.) Yepchat reserves and retains all rights in and to the Service, including any enhancements. You have no rights in or to the Service beyond the limited right of access and use contemplated via the Service or package you purchase.
In utilizing the Service, you agree not to engage in any of the following conduct:
- claim any ownership and/or intellectual property rights in any information or materials obtained through or derived from the Service;
- re-sell or otherwise make any information or materials derived from the Service available to others as a form of market research or competitive intelligence service to any third parties;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; and
- intentionally or unintentionally violate any applicable local, state, national or international law or regulation via your use of Service;
The above list is for illustrative purposes only, and is not intended to provide an exhaustive list of prohibited activities.
Customer Account
In order to utilize the Service in most cases, you must create a customer account. In connection with the creation of your account, you (on your own behalf as business owner or on behalf of the business entity for which you possess full power, authority and legal capacity to enter into this agreement) agree to (a) create only one account; (b) provide accurate, truthful, current and complete information when creating your account; (c) maintain and promptly update your account information; (d) maintain the security of your account by not sharing your username or password with others and restricting access to your account and your computer; (e) promptly notify us if you discover or otherwise suspect any security breaches relating to the Website or your account; and (f) take responsibility for all activities that occur under your account and accept all risks of unauthorized access. You must treat your username and password, and any other security details, as confidential, and not disclose it to any other person. You must also prevent unauthorized access to your account. In addition, you must: (notify us immediately of any unauthorized use of your username and password or any other breach of security. You agree to accept responsibility for all activities that occur under your account. Termination of Your AccountYepchat reserves the right to suspend or terminate any account, for any reason. If your account is suspended or terminated, for any reason, your right to access the Service immediately terminates. Upon termination, Yepchat shall make no further monthly charges to your account.No Agency RelationshipNo agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by the Service. Without limiting the foregoing, except as expressly set forth herein, Yepchat is not acting and does not act as an agent for any user of the Service.
Disclaimer
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY FEDERAL, STATE OR LOCAL LAW, THE SERVICE IS PROVIDED "AS IS," AND FOR USE SOLELY AS CONTRACTED HEREIN. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH THEREIN, WE HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF OUR PRODUCTS AND SERVICES EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. WE MAKE NO REPRESENTATIONS, GUARANTIES OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICE AND/OR INFORMATION OR MATERIALS ASSOCIATED WITH THE SERVICE, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE SERVICE AND/OR INFORMATION OR MATERIALS ASSOCIATED THEREWITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE QUALITY OF THE SERVICE AND/OR INFORMATION OR MATERIALS YOU PURCHASE OR OBTAIN THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS; OR (C) THE PRODUCTS, SERVICES, MATERIALS, OR THE SYSTEMS THAT MAKE THE SERVICEAVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE AND/OR INFORMATION OR MATERIALS ASSOCIATED THEREWITH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability
TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF YEPCHAT, OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, EXCEED $500.00. IN NO EVENT SHALL YEPCHAT OR THE THIRD PARTY SERVICE PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS & CONDITIONS, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE, THE SERVICE INCLUDING BUT NOT LIMITED TO THE DOWNLOADING OF ANY MATERIALS OR INFORMATION, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT OF YOUR BREACH, OR RELATED TO YOUR INDEMNITY OBLIGATIONS. THIS PARAGRAPH SHALL NOT AFFECT THE RIGHTS LISTED BELOW IN THE SECTION TITLED “INDEMNIFICATION.”
Indemnification
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS YEPCHAT, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING, BUT NOT LIMITED TO ALL ATTORNEYS’ FEES CHARGED TO YEPCHAT, INC., RESULTING FROM YOUR USE OF THE SERVICE OR ANY VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE ON YOUR BEHALF.
Conflicts
Shall a conflict or contradiction exist between the terms and conditions of this agreement and any terms and conditions of any other agreements between you and Yepchat (including the Website Terms and Conditions or Privacy Policy), these terms and conditions shall prevail in all cases relating to your use of the Service.
Severability
Any provision of these terms and conditions found to be unenforceable will not void nor effect other provisions of this agreement.
Governing Law & Exclusive Venue
Any and all claims relating to or arising out of your use of the Service, including any information or materials obtained via the Service, shall be governed by the laws of the State of California and litigated in the County of Los Angeles in the State of California. Any disputes, actions, claims or causes of action arising out of or in connection with these terms and conditions or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California
Miscellaneous
These Terms and Conditions represent the parties’ entire understanding relating to the use of the Service provided related thereto and supersedes any prior or contemporaneous, conflicting or additional, communications. You may not assign these terms and conditions or your obligations thereunder without the prior written content of Yepchat. Any purported assignment in violation of this section shall be void. Yepchat reserves the right to use third party service providers in the provision of the Service.
