Unvired, Inc. (“Unvired”, “we”, “our”, or “us”) provides an Enterprise Bots Cloud Platform (the “ChymeBots Cloud”) that enables developers and other users to build and deploy bots for business systems such as SAP, Salesforce etc. The ChymeBots Cloud also includes a ChymeBot store featuring standard bots that are developed and put out for customer use by Unvired.
These Terms of Service (“Terms”) include the legal terms that all developers and other users need to accept and implement as a prerequisite to accessing web services and application programming interfaces or APIs located at http://chymebot.com/ and https://chyme.io (and any other domains) owned and/or operated by Unvired.
The “ChymeBots Content” includes the ChymeBots Cloud, the ChymeBots Cloud APIs, the Chyme Mobile, Web and Desktop applications, the SDKs that help develop the bots, the Bots Builder, any documentation, materials, code, data and all other information or materials or cloud services made available by Unvired to develop bots on the ChymeBots Cloud.
BY USING OR CONTINUING TO USE THE CHYMEBOTS CLOUD OR BY CLICKING “Sign Up” YOU AGREE TO USE THE CHYMEBOTS CONTENT SOLELY IN ACCORDANCE WITH THESE TERMS OF SERVICE, AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THESE TERMS. YOU WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND THAT YOU HAVE THE LEGAL CAPACITY TO AGREE TO AND BE BOUND BY THESE TERMS. IF YOU ACCESS OR USE THE CHYMEBOTS CONTENT ON BEHALF OF A COMPANY, PRINCIPAL OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND THAT THESE TERMS ARE FULLY BINDING UPON THEM. IN SUCH CASE, THE TERM “YOU” WILL REFER TO YOU AND SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE CHYMEBOTS CONTENT.
1 Chyme Account
i. You need to register and use a current Chyme account or create a new account in order to use the ChymeBots Content. You agree that any registration information you give to us will always be accurate and up to date, and you agree to promptly notify us of any changes in your Account Information.
ii. You may use the ChymeBots Content only if you can form a binding contract with Unvired, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
iii. Any use or access to the Website(s), APIs, or ChymeBots Cloud by anyone under 13 is strictly prohibited and in violation of these Terms.
iv. You must be a human. Accounts registered by any automated methods are not permitted.
v. You are solely responsible for the activity that occurs on your account, including, without limitation, any Customer Data and Account Information (each as defined below) provided under or through your account.
vi. You may create a Chyme account using some existing account credentials such as your email or via other registration methods we may provide from time to time, in our sole discretion. By connecting to the ChymeBots Cloud with a third-party service or your on premise/private Enterprise systems, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. It is your responsibility to keep your password, account credentials, and accounts secure. You must notify us immediately if any unauthorized use, or suspected unauthorized use, of your Chyme account occurs or if any other breach of security occurs.
vii. You may never use another user’s account without permission. Your login may only be used by one person. A single login shared by multiple individuals is not permitted.
viii. You acknowledge that Unvired is not liable for any loss or damage arising from your failure to comply with the above requirements.
2 Use of ChymeBot Content
i. Right to Access and Use of ChymeBot Content.
Subject to these Terms, Unvired grants you a limited, revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use the ChymeBot solely to the extent necessary for you to host and create enterprise bots that operate solely in connection with your devices and/or enterprise systems / accounts.
ii. Permitted Access. You will access (or attempt to access) ChymeBot Content only as expressly permitted by these Terms and the means described by Unvired in the documentation, instructions, or features available based on Your Usage (as defined below).
iii. API Calls. Unvired may set limits on the number of API calls that you can make at its sole discretion, for example in the interest of service stability, or, without limiting the foregoing, in accordance with limits based on your free or paid subscription usage (“Your Usage”) of the ChymeBots Cloud. Unvired may throttle your activity or cease offering you access to the APIs altogether in Unvired’s sole discretion. You agree to such limitations and will not attempt to circumvent such limitations.
iv. Fees, API limits, and access to other features may vary depending on Your Usage. The limits, features, and fees owed for each available paid plan that are set forth at ChymeBots website and are subject to change without notice. You acknowledge and agree to pay all fees, as due, for the full-term of the subscription, regardless of whether the subscription is cancelled prior to expiration or termination of these Terms. No refunds will be given for any reason, including, but not limited to, unused Services, regardless of whether the subscription is cancelled prior to expiration or termination of these Terms. You must provide Unvired notice of any billing issues or disputes within thirty (30) days after they first appear on the statement you receive from your bank, credit card company, or other billing company. Failure to notify Unvired of any billing issues within the thirty (30) day period will result in your acceptance of the charges and you waive the right to dispute such charges. Failure to pay fully and promptly may result in the deactivation of your account until payment is successfully received.
v. We do not guarantee the accuracy of any ChymeBots Content, including any output generated in connection with your use of the ChymeBots Content. You acknowledge and agree that you use and rely on the ChymeBots Content at your own risk, and that Unvired will not be liable for any errors or inaccuracies of any ChymeBots Content. The ChymeBots may integrate with any of the Enterprise Systems (Cloud, OnPremise or others) and we do not guarantee the availability of those systems nor the results from them. Usage of such third party systems and integrating via bots is completely at your risk,
vi. Unvired’s Enforcement Rights. Although we’re not obligated to monitor access to or use of the ChymeBots Content or Cloud or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
When using any ChymeBots Content, unless otherwise approved in writing by Unvired, the following prohibitions apply:
i. You will not use any ChymeBots Content on behalf of any third party, unless such third party has expressly authorized you to access and use the ChymeBots Content under its account.
ii. You will not copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the ChymeBots Content.
iii. You will not create an Application that functions substantially the same as the APIs or other ChymeBots Content and offer it for use by third parties.
iv. You will not use the ChymeBots Content in connection with any usage that is targeted to children under the age of thirteen (13).
v. You will not use the ChymeBots Content in connection with providing any adult entertainment oriented or otherwise pornographic services.
vi. You will not perform an action with the intent of introducing to the ChymeBots Content applications or products of any third party, any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
vii. You will not use the ChymeBots, or access or control any customer accounts, products, devices, or applications in a manner that could cause harm, damage, or loss to any individual, or otherwise harm, defame, abuse, harass, stalk or threaten others or allow or encourage any third party to do so.
viii. You will not use any ChymeBots Content in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Unvired’s sole discretion) to Unvired, its service providers, its suppliers, end users of the ChymeBots Cloud, End Users, or any individual or entity.
ix. You will not use any ChymeBots Content in connection with any inherently dangerous situations, or in furtherance of any activities likely to cause harm to any individual or property.
x. You will not: (i) interfere with or disrupt the ChymeBots Cloud, the APIs, or the servers or networks providing the APIs; (ii) tamper with the security of the any of the hardware, software or networks used by Unvired to make the Website(s), ChymeBots Content and ChymeBots Cloud available or tamper with any customer accounts; (iii) disable, circumvent or avoid any security device, mechanism, protocol or procedure established by Unvired; or (iv) permit others to do any of the foregoing.
Unvired reserves the right to investigate any Device or Bot for compliance with these Terms. Such investigations may include Unvired accessing and using your Device or Bot, for example to identify stability or security issues that could affect Unvired or its customers. You consent to any such investigation. Unvired may immediately suspend or terminate access to the ChymeBots Content by you or your Device or Bot without notice if we believe, in our sole discretion, that you are in violation of these Terms or otherwise.
To ensure the integrity and security of your Customer Data and personal informationall cloud best practices and security techniques are applied. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any ChymeBots Content or any authorized or unauthorized use of your Bot.
We respect content owner rights; it is Unvired’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”) Please send an email to firstname.lastname@example.org to report issues
8 Content Ownership
Unvired does not claim any ownership rights in any User Content that you make available through the ChymeBots Content and/or Cloud and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Unvired and its licensors exclusively own all right, title and interest in and to the ChymeBots Content, including all associated intellectual property rights. Unvired may based on your consent analyze your data to provide trends, sentiments and other analytics of your data. You acknowledge that the ChymeBots Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the ChymeBots Content.
You may change the Plan or stop using any ChymeBots Content at any time. If you want to terminate your account and these Terms, you must email us at email@example.com and inform us of your intention to cancel your account (“Termination Notice”). Subject to the post-termination obligations and the surviving provisions set forth in these Terms, upon our written acknowledgement of our receipt of your Termination Notice, these Terms will terminate.
Unvired has the right to immediately terminate these Terms or discontinue your use of the ChymeBots Content or any portion or feature thereof for any reason and at any time without liability or other obligation to you. Upon any termination or expiration of these Terms or discontinuation of your access to any ChymeBots Content, you must immediately cease all use of the ChymeBots Content (including the APIs), and delete all copies thereof.
ii. Surviving Provisions. When these Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to Sections 3, 4, 8-13.
10 Warranty Disclaimers
The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranty regarding, and will have no liability in connection with, any alerts, notifications and/or corresponding actions programmed through the Services (such as the triggering (or lack thereof) of alerts or other notifications, the timeliness of delivery of any such alerts or notifications, the occurrence of any actions in other systems in response to an alert or notification, or the timeliness of the occurrence of such actions).
You will indemnify and hold harmless Unvired and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your User Content; or (iii) your violation of these Terms.
Limitation of Liability
NEITHER Unvired NOR ANY OTHER party involved in creating, producing, or delivering the services or content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES arising out of or in connection with these TERMS or from the use of or inability to use the ChymeBots Content, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not UNVIRED has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
In no event will Unvired’s total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the CHYMEBOTS CONTENT or content EXCEED THE AMOUNTS YOU HAVE PAID TO UNVIRED FOR USE OF THE CHYMEBOTS CONTENT OR FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO UNVIRED, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UNVIRED AND YOU.
12 Dispute Resolution
i. Governing Law – These Terms and any action related thereto will be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
ii. Agreement to Arbitrate – You and Unvired agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in Houston, Texas and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Unvired are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Unvired otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void.
iii. Arbitration Rules – The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable.
13 General Terms
i. These Terms constitute the entire and exclusive understanding and agreement between Unvired and you regarding the ChymeBots Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Unvired and you regarding the ChymeBots Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
ii. You may not assign or transfer these Terms, by operation of law or otherwise, without Unvired’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Unvired may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
iii. Any notices or other communications provided by Unvired under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
iv. Unvired’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Unvired. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
v. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the ChymeBots Content nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.