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Email: s@eila.io

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Planet Earth

© 2019 by Eila Technologies, Inc.

Terms of Service

Welcome to Eila. 

 

Eila is a platform that enables social sellers & businesses to set up ChatShop out of the box & our goal at Eila Technologies, Inc. (“Eila”, “we” and “us") is to make automated conversational commerce accessible to everyone. By signing up on our website or any of the services of Eila, you are agreeing to be bound by the following terms and conditions (“Terms of Service”, “Terms”). The Services offered by Eila under the Terms of Service include various products and services to help you launch a ChatShop on your own, their business’, Facebook/Messenger page to sell goods and services to your own customers. Any such services offered by Eila are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://eila.io/tos

 

Your use of the Services is also governed by and subject to the Facebook Platform Policy (currently located at https://developers.facebook.com/policy ) and the Facebook Commerce Product Merchant Agreement (currently located here: https://www.facebook.com/legal/commerce_product_merchant_agreement ), which are hereby incorporated by reference and are a part of these Terms of Service. You are solely responsible and liable for complying with the Facebook Platform Policies and Facebook Commerce Product Merchant Agreement. 

These Terms of Service are a binding contract between you and Eila Technologies, Inc. You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including Eila’s Acceptable Use Policy (“AUP”) and Privacy Policy, before you may become an Eila user. Your usage of the Services in any way means that you agree to all of these Terms of Service, and these Terms of Service will remain in effect while you use the Services.

 

Changes to the Terms of Service

 

As we are constantly trying to improve our Services, these Terms of Service may need to change along with the Services. Eila reserves the right to change the Terms of Service at any time, and so you are advised to check the Terms of Service from time to time for any updates or changes that may impact you. If you don’t agree with the new Terms of Service, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms of Service is effective, that means you agree to all of the changes.

 

Account Registration & Usage Terms

 

  1. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.

  2. To access and use the Services, you must register for an Eila account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Eila may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

  3. You acknowledge that Eila will use the provided email address you provide as the primary method for communication. 

  4. You are responsible for keeping your password secure. Eila cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

  5. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

  6. A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Eila will result in an immediate termination of your services.

  7. Subject to point 8 below, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.

  8. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

 

Conditions to using the Services

 

  1. The Terms of Service shall be governed by and interpreted in accordance with the laws of the state of Delaware, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the state of Delaware with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

  2. You may not use the Eila Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the State of Delaware. You will comply with all applicable laws, rules and regulations in your use of the Services.

  3. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Eila.

  4. You shall not purchase search engine or other pay per click keywords (such as Google AdWords or other), or domain names that use Eila or Eila trademarks and/or variations and misspellings thereof.

  5. Questions about the Terms of Service should be sent to s@eila.io.

  6. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.

  7. You acknowledge and agree that your use of the Services, including information transmitted to or stored by Eila, is governed by its privacy policy at https://eila.io/privacy

 

Our rights

 

  1. Eila reserves the right to modify or terminate the Service for any reason, without notice at any time.

  2. We reserve the right to refuse service to anyone for any reason at any time.

  3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a ChatShop, or the Materials uploaded or posted to a store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.

  4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Eila customer, Eila employee, member, or officer will result in immediate Account termination.

  5. Eila does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.

  6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Eila employees and contractors may also be Eila customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.

  7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.

  8. Eila retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Eila reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties. 

  9. You may not assign, delegate or transfer these Terms of Service or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Eila’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

 

Limitation of Liability

 

  1. You expressly understand and agree that Eila shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

  2. In no event shall Eila or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Eila partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

  3. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. Neither Eila nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES AND CONTENT ARE PROVIDED BY EILA (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  4. Eila does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

  5. Eila does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

  6. Eila does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

  7. Eila is simply a processor between you and your customers, and you are solely responsible for sharing the terms of usage for your ChatShop, which you can create & update through the Eila platform. 

 

Waiver and Complete Agreement

 

The failure of Eila to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and Eila and govern your use of the Services, superseding any prior agreements between you and Eila (including, but not limited to, any prior versions of the Terms of Service).

 

Intellectual Property and Customer Content

 

  1. We do not claim any intellectual property rights over the Materials you provide to the Eila service. All Materials you upload remains yours. You can remove your Eila ChatShop at any time by deleting your Account.

  2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your ChatShop; (b) to allow Eila to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Eila can, at any time, review all the Materials submitted to its Service, although Eila is not obligated to do so.

  3. You retain ownership over all Materials that you upload to an Eila ChatShop; however, by making your ChatShop public, you agree to allow others to view Materials that you post publicly to your ChatShop. You are responsible for compliance of the Materials with any applicable laws or regulations.

  4. We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.

  5. Eila shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your ChatShop to promote the Services.

 

Payment of Fees

 

  1. You will pay the Fees applicable to your subscription to use the Services and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”). Together, the Subscription Fees and Transaction Fees are referred to as the “Fees”.

  2. You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Eila will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and Eila will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

  3. Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). Transaction Fees will be charged from time to time at Eila’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. As well, a fully detailed record of all outstanding Fees will appear on the Account page of your Eila administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

  4. If we are not able to process payment of Fees using the Authorized Card, we will make a second attempt to process payment using the Authorized Card 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next Billing Cycle. You will not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Eila reserves the right to terminate your Account.

  5. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

  6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Eila’s products and services. These Taxes are based on the rates applicable to the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Eila of your exemption. If you are not charged Taxes by Eila, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

  7. You must maintain your current location in the admin dashboard menu of your Eila account and promptly update your location if you move jurisdictions. If you change jurisdictions you must promptly update your location in the administration menu.

  8. Eila does not provide refunds.

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Cancellation and Termination

  1. You may cancel your Account at anytime by emailing chatshops@eila.io and then following the specific instructions indicated to you in Eila’s response.

  2. Upon termination of the Services by either party for any reason:

    • Eila will cease providing you with the Services and you will no longer be able to access your Account;

    • Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

    • Any outstanding balance owed to Eila for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

    • Your ChatShop will be taken offline.

  3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

  4. We reserve the right to modify or terminate the Eila Services or your Account for any reason, without notice at any time.

  5. Fraud: Without limiting any other remedies, Eila may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Services.

 

Modifications to the Service and Prices

 

  1. Prices for using the Services are subject to change upon 30 days’ notice from Eila. Such notice may be provided at any time by posting the changes to the Eila Site (https://eila.io) or the admin dashboard menu of your Eila account via an announcement.

  2. Eila reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.

  3. Eila shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

 

THIRD PARTY SERVICES WITHIN EILA

 

  1. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Eila’s partners or other third parties.

  2. We do not provide any warranties with respect to Third Party Services. You acknowledge that Eila has no control over Third Party Services and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on Eila’s platform & services, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Eila. Eila does not guarantee the availability of Third Party Services and you acknowledge that Eila may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Eila is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Eila strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates you should charge to your customers.

  3. If there is a dispute between participants on this site, or between users and any third party, you agree that Eila is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Eila, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

  4. Under no circumstances shall Eila be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Eila has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

  5. You agree to indemnify and hold Us and (as applicable) our parent, subsidiaries, affiliates, Eila partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL EILA (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO EILA IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. 

 

 

Privacy & Data Protection

 

 

Eila is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Eila’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.

 

Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Eila’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.

 

Miscellaneous 

 

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Eila may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Eila agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Eila, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Eila, and you do not have any authority of any kind to bind Eila in any respect whatsoever. You and Eila agree there are no third party beneficiaries intended under these Terms.

 

Choice of Law

 

All Terms and obligations are governed by and will be construed under the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

 

 

Last updated: August 6, 2018

 

Eila Technologies, Inc.

 

2035 Sunset Lake Road, Suite B-2

 

Newark, Delaware - 19702

 

United States