Welcome to TokeChat! – AUTOMASTER DIGITAL LLC

We are a tool developed by AUTOMASTER DIGITAL LLC to facilitate the creation of chatbots for WhatsApp and to integrate multiple users on a single WhatsApp number, thus achieving faster and more effective service. To carry out our services, we use response automation technologies, artificial intelligence, and integrations.

In our commercial activity, we rely on ethics, good market practices, and respect for the law. All of this is to ensure the safety of our clients and users.

Therefore, it is essential that you have access to the most relevant information about our performance and the legal documents of our business.

If you intend to become a subscribed user of our platform, whether to use the free trial period (Demo) or to subscribe to one of our plans, it is essential that you are aware of our terms of use. This is our license agreement for using the “TokeChat” platform. It includes all obligations between the Parties in this contractual relationship.

On the other hand, if you access our website, use our tool, or use TokeChat’s services through the support of one of our subscribing users, it is very important that you are aware of our privacy policy, where the premises for the use of our users’ data and cookies are established, detailing how they are captured and used by our platform.

It is very important to remember that if you do not agree with our privacy policy, do not access our website, platforms, materials, or any type of service offered by TokeChat.

Terms and Conditions:

1.- Definitions

In these terms of service, the following concepts shall have the meaning of:

“Access Rights”: shall mean all contractual rights to access, receive, and use the Services through the protocols and technical processes established by TokeChat under the agreement between the parties;

“Initial Implementation Service”: means the service of creating automated flows within the platform according to the client’s needs and objectives. The value of this service is not included in any of the monthly plans and will be quoted based on the complexity of the project after a prior meeting with the Client. The initial implementation service performed by TokeChat is not mandatory, but it is recommended to ensure the best end-user experience.

“Administrator”: shall mean the user who is responsible for the Administrator Account;

“Administrator Account”: shall mean the Client’s user account, which can only be accessed and used by the Administrator, and through which the Administrator may (i) use the Tool and the Services as requested by the Client, (ii) modify the configuration parameters, and (iii) create additional accounts for Users;

“Platform”: shall mean the online application through which the services branded “TokeChat” can be used;

“Monthly Plans”: shall mean the services that the Client may use through the Platform and which may be subject to change in the future;

“Communication”: shall mean all communication sent by TokeChat by email or WhatsApp, at regular intervals with announcements related to the Services, administrative emails, and newsletters;

“Customer/Subscriber”: shall mean any natural person or legal entity, as well as any person who requests Services from TokeChat and/or enters into an agreement with TokeChat on behalf of or representing this legal entity. It is assumed that every natural person is at least 18 years old;

“Customer Data”: shall mean any and all content, information, and data – including personal data – related to prospects, business partners, clients, and/or customers of the Client entered into and uploaded to the Platform by the Client using the Services;

“Demo”: shall mean the demo version of the tool, which allows the Client, before entering into an agreement with TokeChat, to use the Tool and the Services for a period of 7 calendar days, which may be subject to change in the future;

“Documentation”: shall mean all documentation provided by TokeChat regarding the Platform and the Services as well as the Site, including all documentation, tutorials, and other materials available on the Site;

“Privacy Statement”: shall mean TokeChat’s privacy statement as available in our privacy policies.

“Services”: shall mean the online Services that facilitate online management and collaboration, consisting of, among others, a system to create chatbots for WhatsApp, with the integration of multiple users on a single WhatsApp number.

“TokeChat”: shall mean the limited liability sole proprietorship “TokeChat”;

“Term”: shall mean the initial or extended period during which the Client may use the Platform and Services, as chosen by the Client when requesting the Services;

“User”: shall mean any user of the Client, other than the Administrator, for whom the Client has also requested a User Account;

“User Account”: shall mean the user account, which a User may access through their personal registration to use the Platform and Services;

“Site”: shall mean https://www.tokechat.net, https://app.tokechat.net, and any site where TokeChat operates.

2.- Acceptance of Terms

By clicking the button indicating your acceptance, or the Register button (account creation), or the “Enter” button (log in), you declare that you agree with this Term and with the use of the platform. If you use the platform on behalf of an organization, you accept this Term on behalf of that organization and declare that you have the authority to do so. In this case, the pronouns “you” and “your” will refer to that organization. You also declare, by this act, that you have the necessary authority to assume the statements provided in this agreement. If you accept the terms of this contract on behalf of a legal entity without having the authority to do so, the Customer/subscriber, who has access to the Administrator Account, will be responsible for the obligations arising from this Instrument, plus any economic and moral damages that may be caused to TokeChat.

3.- Scope

TokeChat offers a Platform for creating chatbots on WhatsApp with the ability to integrate several users on the same WhatsApp number. This online Platform, which can be used on a computer or mobile phone, offers an integration of various Services that ensure more efficient commercial and customer service management.

All commercial relations between TokeChat and its Customer shall be governed by the terms of service as set forth herein.

By requesting the Services or entering into an agreement with TokeChat – including registering for the Demo – the Customer acknowledges having read these terms of service and also the data processing agreement – which will appear upon registering an account. The terms of service will always prevail over the Customer’s terms, even when the latter stipulate that they are the only valid conditions.

The invalidity of one or more provisions of these terms of service or any part thereof shall not affect the validity and enforceability of the other clauses and/or the remainder of the provision in question. In case of invalidity, the parties will negotiate the replacement of the null provision with an equivalent provision in accordance with the spirit of these terms of service. If the Parties do not reach an agreement, then the competent court may modify the invalid provision and give it legal form.

The (repeated) failure by TokeChat to exercise any right shall only be interpreted as tolerance of a specific situation and shall not result in a forfeiture of rights.

These terms of service shall not affect the mandatory legal rights granted by Spanish law to the consumer-Customer regarding consumer protection.

TokeChat reserves the right to modify its terms of service whenever it wishes, by means of a change on its Site. TokeChat undertakes to notify the Customer by (i) a notice on its Site within a reasonable period before the modified terms of service come into effect and/or (ii) through TokeChat Communication.

These terms of service must be read in conjunction with the Privacy Policy and can be consulted at any time on the Site.

4.- Demo

Catalogs, brochures, newsletters, leaflets, TokeChat Communications, and other advertising announcements, as well as announcements on the Site, are entirely non-binding and can only be considered by the Customer as an invitation to request the Services, unless explicitly specified otherwise.

Any Demo will only be valid for (i) a specific order and therefore will not be applicable to subsequent (similar) orders, and (ii) for the duration stipulated therein.

Each potential Customer will be given the opportunity to use a Demo. Upon registration, the Customer will receive an account validation email. Subsequently, TokeChat will release the corresponding access for the use of the platform.

The use of the Demo will be manually or automatically deactivated once 7 calendar days have passed after the access has been released. However, during and at the end of the Demo period, the potential customer may enter into a (definitive) agreement with TokeChat, in which case the conditions of this agreement must be met.

5.- Entering into the Agreement

Active Administrator Account

In the event that the Customer has used the Demo and still has an active Administrator Account, they may request the continuation of the service, provided that the Customer provides the following information:

• Requested Services, i.e., the chosen Monthly Plan;
• Requested number of Users;
• Monthly, quarterly, or semi-annual billing.
• Payment by credit card and by direct debit (SEPA), including payment information.

The agreement will only take effect after an electronic confirmation of the order or at the moment TokeChat releases the Platform to the Customer.

Inactive Administrator Account

In the event that a Customer no longer has an active Administrator Account but wishes to request the Services, the Customer must contact TokeChat by email at ([email protected]).

The Customer declares and warrants in any case that (i) all information provided (registration) is complete, truthful, and accurate, and (ii) will maintain the accuracy of such information.

At any time, TokeChat shall have the right to request additional information about the Customer, their activities, or solvency. In the event that (i) this information is not provided, (ii) there are doubts on the part of TokeChat about the identity of the Customer, or (iii) there are indications that the Customer intends to resell the Services, TokeChat shall have the right to refuse to execute the order or to suspend it. A refusal to provide the Services will never give the Customer the right to receive any type of compensation or indemnification.

Any changes or additions to the Agreement after the Administrator Account (and additional User Account(s)) have been provided will only be valid after written consent and implementation by TokeChat.

6.- Delivery

After the conclusion of the contract, and the corresponding payment for the chosen plan has been made, the Customer will be granted access to the Platform, which is provided as ‘Software as a Service (SaaS)’. This right of access merely implies a non-exclusive and non-transferable right to use the Platform.

The provision of the Administrator Account shall be considered the delivery of the Platform.

The Customer is obliged to inform TokeChat within 48 hours of delivery of any non-conformity through the Support Service or by email to ([email protected]).

If no complaints are made within said 48-hour period, it is assumed that the Customer has approved and accepted the delivery.

7.- Administrator Account / User Account

The Customer may access the online Platform and use the Services through the Administrator Account and additional User Accounts.

The Administrator will be solely responsible for any use and activity of the Administrator Account.

In addition to an Administrator Account, the Customer will also receive additional User Accounts. The number of User Accounts corresponds to the number of the Customer’s Users depending on the chosen plan. Therefore, each User has their own User Account. The Administrator determines the scope of rights for the User Accounts, and the Administrator will always remain responsible for any use of the User Accounts.

Each User Account (including the Administrator Account) belongs to a single person and therefore cannot be shared with other people. It is recommended that both the Administrator and each User create a unique password and change it frequently.

The Customer will be solely responsible for the protection and security of the Administrator Account and the User Accounts. In this context, the Administrator and all Users must ensure the confidentiality of their respective accounts, including the confidentiality of their login details such as the password. Consequently, they may not communicate their login details to TokeChat (for example, when requesting help from TokeChat through the support service).

Furthermore, it is strictly forbidden to:

• Ask other users for their login details;
• Log in to another person’s account;
• Use the Platform and Services fraudulently (e.g., using a fake account or providing false information is considered fraudulent use). TokeChat is not obliged to monitor or control the truthfulness of the information provided.
• Pretend to be another person (natural or legal) while using the Platform and Services without the necessary permission. This type of act may lead to civil and criminal penalties.

The Customer must immediately (i) penalize or sanction any improper and unauthorized use and (ii) immediately inform TokeChat in writing of such use and any conflicting registration they observe.

A well-reasoned and founded notification may lead to the temporary and/or perpetual suspension and/or deletion of the Administrator Account and/or User Accounts. TokeChat itself maintains a wide margin of discretion to ensure the best quality of the Services. In any case, TokeChat will not be liable for any loss or damage resulting from the customer’s failure to comply with the aforementioned requirements.

8.- Price

TokeChat offers Plans at a fixed monthly price. If the Customer opts for additional Users, an additional monthly price will be charged for each of them. Additionally, the Customer may request the initial implementation service for the creation of automatic service flows (chatbot).

The price of the plans, additional users, and other services will be indicated in the commercial presentation with the Customer, communicated by email or phone at the time of purchase as applicable for the country in which the customer is located. The price of such additional Users will be calculated pro-rata taking into account the remaining period of the selected billing period (monthly, quarterly, or semi-annual).

Prices will be charged in local currency unless specifically stated otherwise.

Under no circumstances does TokeChat guarantee that it will maintain its prices for a specific period, as it depends on the market structure, nor that it will maintain the same prices in every country where it operates. To the extent that prices are based on salary costs, component/part costs, social security contributions and government taxes, insurance policies, material costs, exchange rates, and/or other costs at the time, TokeChat, in the event of an increase in one or several factors influencing the price, may increase it accordingly, in compliance with legally permitted levels.

In the event of a price increase, TokeChat undertakes to notify its existing Customers through TokeChat Communication at least one month before the new prices take effect.

Promotional gifts by TokeChat, in any form (including but not limited to price reductions and discounts), will only be applicable according to the guidelines and conditions expressly stated in this regard. The Customer acknowledges that such promotional gifts are not cumulative and that by their nature, they are personal and can never entail an implied right to them.

9.- Payment

By requesting the Services, the Customer agrees to electronic invoicing by TokeChat, unless otherwise agreed in writing by the parties.

TokeChat undertakes to invoice its Customers monthly, quarterly, or semi-annually – according to the customer’s preference expressed when requesting the services – but always before the start of the Term after the corresponding payment.

If the initial implementation service for the creation of its automated service flows (chatbot) has been requested, a payment of 50% of the total value of said service must be made, and the remaining 50% along with the first billing (monthly, quarterly, or annual). Both will be invoiced separately or as agreed between the parties.

Notwithstanding the foregoing, invoices related to additional Users and/or functionalities requested after the agreement is concluded will be sent to the Customer when the latter has requested them.

An invoice will be sent to the email address provided by the Customer when requesting the Services after the payment is made. The customer undertakes to inform TokeChat as soon as possible of any change in this regard, within a period not exceeding 3 business days.

Unless expressly agreed otherwise, TokeChat’s invoices will be charged in full and automatically via credit card or bank transfer – according to the Customer’s preference indicated when requesting the services – on the invoice date (and without any discount). Insofar as collection by credit card is impossible, the invoiced amount must be paid via bank transfer.

For the processing of its payments, TokeChat uses the services of external professional specialized partners who operate a payment platform.

Online payments are made with the help of secure protocols. All online payments are subject to the general conditions of the external payment platform administrator, who is responsible for the correct processing of all online payments.

The Customer’s financial data entered as part of an online payment is only exchanged between the external partner and the corresponding financial institution. TokeChat does not have access to the Customer’s confidential financial data.

The customer may only legitimately file claims about invoices by email to ([email protected]) within 7 calendar days after the invoice date, stating the invoice date, the invoice number, and a detailed motivation. Such a claim does not exempt the Customer from their obligation to pay.

The unconditional payment by the Customer of the invoice amount is considered explicit acceptance of the invoice.

If the customer terminates the Agreement (for any reason), the amounts already paid (regardless of whether the advance payment corresponds to a quarter or a year) will be retained by TokeChat and not refunded.

TokeChat reserves the right to take the pertinent judicial and extrajudicial measures to collect the amounts owed by the Users, including bringing the title or document that proves the existing debt to protest.

Users may cancel the contracted plans by contacting TokeChat via email at [email protected]. The services offered by TokeChat are prepaid and, in no case, will the amounts paid for cancellation be refunded.

10.- Consequences of Late Payment or Non-payment

TokeChat reserves the right to suspend (temporarily or permanently) access to the Services until it receives full and concrete payment from the Customer.

11.- Use of the Services

General

While this agreement remains in effect, the Customer may use the Platform and the Services within the scope of the Customer’s Access Rights, the scope of which is determined when requesting the Services. The scope of said Access Rights may be limited or extended during the Term of the Agreement.

The use of the Platform by the Users registered by the Customer (through the Administrator User) will depend on a separate commercial, employment, or business relationship with said Users and/or the organization to which these Users may be linked, without direct or indirect involvement of TokeChat. It will be the Customer’s responsibility to select, hire, and remunerate said Users (and the Administrator User), instructing them to use the Platform and the Services in accordance with these Terms.

There is no employment, labor, partnership, and/or associative relationship between the Users and User Administrator and TokeChat, which, from now on, the Customer acknowledges and declares they will never claim, in or out of court.

The Customer is aware that several features of the Platform depend on integration with third-party services/applications (e.g., WhatsApp); as a result, TokeChat is not responsible for any breach of the terms of use and/or regulations of these third parties; TokeChat is also not responsible for the unavailability or malfunction of these third-party services; nor for the eventual blocking of the account/phone number, of said third-party services or any other consequence that may be caused by third-party services, as a result of the rules derived from their terms of use and/or other specific rules.

The Customer acknowledges that only their Administrator and their Users may use the Platform and the Services, and only for internal business purposes and in compliance with all applicable regulations, rules, and laws issued by governmental authorities. The customer agrees that compliance with this article constitutes a fundamental basis of this agreement.

The use of and access to the Services by the Customer presupposes an internet connection and the use of an up-to-date browser (such as but not limited to the most recent version of Google Chrome). If an outdated browser is used, the Customer may not be able to use all the functionalities of the Services or these functionalities may not perform optimally.

The Customer will be fully responsible for compliance with these terms of service, as well as for the acts and omissions of all users who use the Platform and the Services through the Administrator account and/or the User account. The Customer will not authorize access to or permit the use of the Platform and the Services or the Documentation by persons other than the Administrator or the Users.

Restrictions

The Customer agrees not to misuse the Access Rights and therefore will not, without the following list being exhaustive:

• Copy, modify, adapt, alter, translate, or create derivative works based on the Services (other than copies, modifications, or derivative works made exclusively from the summaries that are created for the Customer’s mere internal business purposes);
• Reverse engineer, disassemble, or decompile the Platform and/or the Services, or authorize others to do so.
• Be responsible for all acts performed in and for their Account. Therefore, they are responsible for the actions of the Users, with whom they undertake to share this Agreement to make its terms known.
• Use the Platform and the Services for illegal or illegitimate purposes or for the transmission of data that is unlawful, defamatory, invasive of others’ privacy, abusive, harmful, or infringes on someone’s intellectual property (non-exhaustive list).
• Use the Platform and the Services to conduct or promote any illegal activity;
• Use the Platform and the Services for the transfer of “junk mail,” “spam,” “chain letters,” “phishing,” or other unwanted forms of mass email circulation;
• Use the Services to harass, stalk, or harm another individual;
• Disrupt the proper functioning of the Platform and/or the Site. This includes that Customers must refrain from using viruses, worms, trojans, or other software that may infringe upon the Services and interests of both TokeChat and its Customers. Customers must also refrain from any content that may overload or disrupt the site’s infrastructure or its proper functioning.
• Send unsolicited and/or commercial messages, such as junk mail, spam, and chain letters;
• Add content that may be defined as inappropriate with respect to the purpose of the Platform. TokeChat reserves a broad discretion and may notify its Customers when they are reaching the limits;
• Circumvent TokeChat’s business model;
• Use the Services – partially or wholly – or the Platform or the Site in a way that could cause a misleading impression, attribution, or statement with respect to TokeChat, or any third party.

The Customer is responsible for all acts performed in and for their Account. Therefore, they are responsible for the actions of the Users, with whom they undertake to share this Agreement to make its terms known.

The Customer is responsible for the automated and human communications made through the TokeChat Platform by the Users (including the Administrator User), and TokeChat has no interference and/or control over the content of these communications. It is the Customer’s responsibility to grant access to the Platform only to trusted professionals who can act on their behalf.

In general, TokeChat is not responsible for defamatory, discriminatory, offensive, obscene, slanderous, libelous, violent acts that constitute threats or harassment of any nature, or even that, by any other means, may violate the individual or collective personality, fundamental, and human rights of third parties, and that may be practiced by Users (including the Administrator User).

TokeChat will not be liable for indirect, incidental, special, punitive, or consequential damages, lost profits, and any other damages, material or immaterial, related to, associated with, or arising from the use of the Platform by the Customer, even if warned of the possibility.

TokeChat’s services may be interrupted, including for maintenance, repairs, updates, network or equipment failures. TokeChat may discontinue some or all of the Services, including certain features and support for certain devices and platforms. Events beyond TokeChat’s control, such as communication suspension, may affect the services provided, as well as acts of God or force majeure.

TokeChat uses unofficial communication with the “WhatsApp” platform, so it does not guarantee the continuity of services if “WhatsApp,” due to force majeure, prevents this communication from continuing to take place.

12.- Intellectual Property

TokeChat’s intellectual property rights

The Customer explicitly acknowledges that TokeChat is and remains the exclusive owner of the Platform and the Services and/or other corresponding intellectual property rights.

All such rights and goodwill belong to, and will continue to belong to, TokeChat.

Consequently, the Access Rights granted to the Customer only imply the right to use – for a fee – the Platform and the Services, and no implied licenses are granted under this agreement. Under no circumstances does such a right:

• Entail a transfer of ownership of the Platform and the Documentation from TokeChat to the Customer;
• Grant the Customer any right or interest in the Platform, any trade name and/or trademark of TokeChat, and
• Grant the Customer the right to request TokeChat to deliver a copy of any software or other products used by TokeChat to provide the Services.

Therefore, the Customer will not use any trade name, trademark, or brand name of TokeChat (such as but not limited to its use in meta tags, keywords, or hidden text) without the express written consent of TokeChat.

Without prejudice to the right of the Customer or any third party to challenge the validity of any intellectual property of TokeChat, the Customer will not perform or authorize any third party to perform any act that could or might invalidate or be inconsistent with any intellectual property of TokeChat – including without limitation any patent, copyright, trademark, or other industrial or intellectual property rights – and will not omit or authorize any third party to perform any act that, by its omission, would have such an effect.

The Customer undertakes to inform TokeChat of any actual, threatened, or suspected infringement of any intellectual property right of TokeChat of which the Customer becomes aware, and of any claim by a third party due to the use of the Platform and the Services.

13.- Term

Any agreement concluded between TokeChat and the customer regarding the use of the Platform and the Services will have a defined period of one month, a quarter, or a semester, respectively, depending on the Customer’s preference when requesting the Services (Plans).

The Term will be automatically extended monthly, quarterly, or semi-annually, respectively, if the agreement is not terminated by the Customer no later than 15 calendar days before its expiration, for which TokeChat will have the right to bill the Customer for the extended period.

14.- Termination

Termination by the Customer

The Customer may terminate the Agreement by written notice to TokeChat by email at ([email protected]):

(i) At any time and for any reason, provided that this termination takes place at least 15 calendar days before the expiration of the period.

Any termination by the customer less than 15 calendar days before the expiration of the Term will be without effect as the agreement will be automatically extended. Consequently, the Customer will be obliged to pay the invoice related to the renewed period, even if the Customer does not intend to continue using the Platform and the Services.

However, before such termination by the Customer or in any case before deactivation by TokeChat, the Customer has the right to export the Customer Data using the available export tools. Likewise, they may delete all data registered in the system with the tools available within the platform.

Termination by TokeChat

Without prejudice to any other right or legal remedy that TokeChat may have against the Customer, TokeChat may terminate the agreement at any time and without legal intervention in the event of exceptional circumstances that make the continuation of any professional collaboration between TokeChat and the Customer impossible.

The Customer agrees that the following circumstances shall be considered exceptional circumstances:

(i) If TokeChat detects or has strong reasons to assume that:

• The Customer’s Data is false, misleading, inaccurate, or outdated;
• The Customer materially breaches any of the provisions of these terms of service and, despite a notice from TokeChat requesting that they (i) rectify the situation, (ii) refrain from such a breach, and, if possible, (iii) prevent such a breach or breaches from occurring in the future, fails to comply with such a request within 30 calendar days after receiving such a notice, without prejudice to TokeChat’s right to claim additional compensation from the Customer as a result of this contractual breach;
• The Customer uses the Platform and the Services for unauthorized, illegal, and/or inappropriate purposes;
• The agreement with the Customer is based on incorrect or false information from the Customer; or
• The Customer requested the Services for reasons that cannot be considered objectively reasonable and acceptable.

(ii) If the Customer files for suspension of payments, makes a declaration of bankruptcy, is declared bankrupt, goes into liquidation or a similar proceeding, or is liquidated;

(iii) If the customer commits dishonest, unfair, or fraudulent acts with respect to TokeChat, its business, or its Platform and Services;

In the event of such termination, notified by email, the agreement will be automatically terminated without a notice period or compensation, and without prejudice to the right to compensation.

Consequences of termination

Upon termination of this Agreement:

• ✓ On the Customer’s part, TokeChat undertakes to deactivate the Customer’s Administrator Account within 2 business days – but in any case, not before the current Term expires – and will do its best to inform the customer in advance of such deactivation;
• ✓ On TokeChat’s part, the latter will (i) deactivate the Customer’s Administrator Account and User Accounts and (ii) notify the Customer of the possibility during the Term, as mentioned in the notification, to export the Customer Data using the available export tools, and the subsequent deletion of the data registered on the Platform;
• ✓ TokeChat has the right to refuse any request from the Customer to enter into a (new) agreement regarding the use of the Platform and the Services.
• ✓ Each party will cease its use and return the confidential information and intellectual property materials to the other party.

If the Customer has not exported their Customer Data before terminating the agreement or within the period granted by TokeChat after its termination, TokeChat will first delete the Customer Data registered on the Platform. We are not responsible for the information or content that is deleted.

The termination of the agreement, for whatever reason, will not be to the prejudice of the rights acquired by each Party.

15.- Liability

TokeChat’s liability shall be limited to the lower of the following amounts: the invoice value of the last invoice related to the Platform and the Services.

Furthermore, TokeChat does not guarantee that the Platform and/or the Services will meet all of the Customer’s requirements. Especially when the Customer has the possibility to (i) use the Demo before becoming a paying Customer and (ii) ask TokeChat for more information about it at any time. Consequently, the Customer declares to have received sufficient information about the content and scope of the Platform and the Services.

Without prejudice to the generality of the previous section, TokeChat does not guarantee that: (i) the operation of the Platform and the Services will be uninterrupted or error-free, nor that all errors and/or software bugs will be corrected (within a reasonable time), (ii) the Platform and the Services will be constantly available, free of viruses, timely and complete, or (iii) the information provided by the Platform and the Services is complete, correct, accurate, and not misleading.

The intended use of the Platform and the Services by the Customer, Administrator, and/or the Users is determined under their full responsibility and at their own risk. TokeChat, its officers, employees, agents, suppliers, and licensors, shall not be held liable in any way for any direct or indirect damage resulting from this intended use. For this reason, the Customer, Administrator, and/or User will be solely responsible for any damage to their computer program(s), wireless devices, and/or other equipment resulting from the Platform and the Services.

TokeChat will also not be liable for:

• ✓ Indirect and/or consequential damages (including but not limited to loss of revenue, loss of goodwill, and damage to the Customer’s property caused by the Platform and the Services). This limitation of liability will also apply when TokeChat has been informed of the potential loss by the Customer;
• ✓ Failures caused directly or indirectly by an act on the part of the Customer or a third party, regardless of whether they were caused by an error or negligence;
• ✓ Damages caused by using the Platform and the Services for a purpose other than the one intended or for which it was developed by TokeChat;
• ✓ Additional damages caused by the continued use by the Customer, Administrator, and/or Users after a fault has been detected;
• ✓ The loss or incorrect use of Customer Data, unless it is solely due to its fault;
• ✓ Damages caused by not complying with any advice and/or instruction that may have been given by TokeChat, which the latter always provides on a discretionary basis;
• ✓ Damages caused by force majeure or exceptionally burdensome difficulties.

Furthermore, the Customer accepts that TokeChat offers no guarantee that the Platform and the Services comply with the regulations or requirements in any legal jurisdiction, except for the regulations or requirements in force in Peru at the time the agreement is concluded. Therefore, TokeChat cannot be held liable for any subsequent change of any kind in said regulations and/or law.

It is assumed that the Customer will not give any (confidential) information (e.g., an Excel sheet with data, including Customer Data) or registration information to any TokeChat employee in any way and for any reason. If the Customer, contrary to the above, provides any of said data to TokeChat, the Customer acknowledges that they are acting entirely at their own risk. In such a case, TokeChat cannot guarantee the same security and confidentiality with respect to the information provided as it guarantees with respect to the Customer Data.

The customer acknowledges that TokeChat’s liability can only be invoked directly by the Customer and not by a third party, such as, for example, the person related to the Customer Data.

The Customer shall indemnify and/or hold TokeChat and/or a TokeChat Indemnitee harmless from all claims of any nature that may arise from the existence, implementation, breach, and termination of these terms of service and that have been caused by their own negligence, fault, or carelessness or by their Administrator and/or by any of their Users.

Finally, it is the Customer’s responsibility to inform their Administrator and their Users of the provisions of this Article (and the rest of these terms of service).

TokeChat is not responsible for, nor will it grant refunds or suspend payment, in whole or in part, of the payments owed to it for granting the license to use the Platform, due to the inability to use some of its functionalities because third-party companies prevent the use of their services, such as, but not limited to: cancellation or suspension of user accounts in those services; technical unavailability of those services, whether momentary or permanent; closure of the third-party company or cessation of its business activity.

16.- Personal Data and Privacy

TokeChat as data controller

The processing by TokeChat of personal data related to the potential Customer and/or their staff/employees will be carried out in accordance with the provisions of TokeChat’s privacy statement. In such a case, TokeChat acts as the data controller.

This privacy statement includes information about the personal data collected by TokeChat, as well as the way in which TokeChat uses and processes this personal data. TokeChat’s Privacy statement can be consulted on the Site.

By requesting the Services or entering into an agreement with TokeChat – including registering for the Demo – the Customer acknowledges having read the privacy statement and accepts it.

17.- Confidentiality

Customer Data

Every Customer has the obligation to treat their Customer Data with confidentiality as well as to ensure that any third party to whom they grant access to a User account is bound by the same confidentiality obligations.

The customer should be aware that providing their “username and password” for their Administrator Account to a third party entails granting this third party full access to their Administrator Account and User Account, their registration data, and their Customer Data.

Collaboration

All information (including but not limited to all information of a financial, commercial, legal, fiscal, social, technical, and organizational nature, business and trade secrets, business partner, customer and supplier data, employee data, personal data, programs, source codes, computer programs, modules, scripts, algorithms, functionalities and modes of operation, inventions (whether patentable or not), processes, diagrams, testing procedures, software design and architecture, design and operating specifications) exchanged between the parties before entering into an agreement as well as during the agreement will be considered confidential and must be treated by all parties with the utmost secrecy and therefore, specifically, the recipient will:

• ✓ Use the confidential information exclusively for its own account and with the utmost secrecy;
• ✓ Not use, reproduce, or distribute the confidential information in any way or for any purpose other than the (possible) collaboration between the parties;
• ✓ Not reverse engineer, disassemble, or decompile any confidential information;
• ✓ Not derive any commercial benefit from the confidential information;
• ✓ Not disclose, make known, or make the confidential information of which it is aware available to any third party without the express written consent of the disclosing party;
• ✓ Only disclose such confidential Information to those employees who need to know this information within the framework of the (possible) collaboration between the parties, and the recipient certifies and guarantees that said employees have previously agreed, as a condition of their employment, to be bound by conditions basically similar to the provisions applicable to the recipient under these terms of service.

The obligations, as defined in the previous paragraph, do not apply to the following information:

• Information that is publicly available, has been publicly disclosed, and/or is known to the general public at the time of its disclosure;
• Information that has been legitimately obtained by the recipient on a non-confidential basis from any third party other than the disclosing party, where said third party is not bound by a confidentiality agreement with the disclosing party;
• Information whose disclosure/communication is required by law or by a court or other governmental decision (of any kind). In such a case, the recipient will discuss with the disclosing party the scope and manner of such disclosure/communication before any disclosure/communication.

The confidentiality obligation will remain in effect during the period of collaboration between the parties and will continue to exist for a period of five (5) years starting from the time the collaboration ends for any reason.

The disclosing party will remain at all times the exclusive owner of its confidential information. Except as expressly provided herein, nothing in these terms of service or in the relationship between the parties will grant the recipient any right or interest in the confidential information, and no implied licenses are granted by these terms of service.

However, in no case will the confidentiality obligation imply that TokeChat does not have the right to use any idea, feedback received from the Customer, which may serve to improve and develop the Platform and the Services.

Notwithstanding the foregoing, the Customer acknowledges that in the event that a non-disclosure agreement is signed between the parties, said non-disclosure agreement will prevail.

18.- Support Service

In the event that the Customer needs help or has questions about the Platform and the Services, it is recommended that the Customer first consult the TokeChat support page (https://www.tokechat.net).

If the information offered on the TokeChat support page does not provide the necessary help, the Customer may contact the TokeChat support service free of charge. The TokeChat support service will be available via email at ([email protected]) and by WhatsApp from Monday to Friday from 9 am to 6 pm (GMT-3), except for holidays or days off that replace holidays that fell on the weekend.

The TokeChat support service will do its best to help the Customer as soon as possible after the support request.

The Customer will bear the costs incurred as a result of unjustified complaints and/or questions.

19.- Availability, Periodic Maintenance, and Updates

TokeChat offers its Customers the ability to check at any time, live and in real time, the availability of its Services through its Site. In the event of problems with the availability of its Services, TokeChat undertakes to do everything possible to resolve such a problem as soon as possible, without giving any guarantee. In any case, and when appropriate, TokeChat will be free to determine what may be considered an adequate solution or compensation for its Customers in this regard.

TokeChat wants to preserve the high quality of the Platform and the Services by periodically carrying out maintenance activities and implementing updates. TokeChat undertakes to minimize the impact of such maintenance activities and updates on the availability of the Platform and the Services but does not exclude any downtime in this regard. In any case, TokeChat undertakes to do its best to inform the customer thereof in due time, unless this is impossible or pointless.

The foregoing will not constitute grounds for TokeChat to pay compensation.

20.- TokeChat Communication

The customer can unsubscribe from TokeChat communication at any time. Since the Communication is considered an integral part of the Services, in no case can the Customer hold TokeChat responsible for changes of any nature of which the Customer would have been informed through the Communication if they had not chosen to unsubscribe.

21.- Changes to the Services

TokeChat has the right to modify the offer and content of its Services at any time, including its Plans and/or functionalities. In such a case, TokeChat will notify the Customer within a reasonable time before such modification by means of (i) a notice on the Site, the Platform, and/or (ii) the TokeChat communication.

22.- Force Majeure/Exceptionally Burdensome Hardship

TokeChat is not responsible for any failure to fulfill its obligations if this failure is due to force majeure or exceptionally burdensome hardship.

Typical circumstances of force majeure or exceptionally burdensome hardship include: all circumstances that at the time of the conclusion of the agreement were reasonably unforeseeable and unavoidable, and that prevent TokeChat from executing the agreement, or that would make the execution of the agreement more difficult, from a financial or other perspective, compared to a normal situation (including but not limited to, war, natural disasters, fire, embargoes, delays with or bankruptcy of third parties contracted by TokeChat, lack of personnel, strikes, organizational circumstances, and threats or acts of terrorism).

The aforementioned situations give TokeChat the right to update and/or suspend the agreement by means of a simple written note to the Customer, without being liable to pay compensation. If the situation of force majeure and/or exceptionally burdensome hardship lasts for more than 2 months, TokeChat will have the right to terminate the agreement.

23.- Applicable Law and Jurisdiction

All matters, questions, and disputes concerning the validity, interpretation, execution, performance, or termination of this agreement shall be governed by and construed in accordance with Peruvian law.

Any dispute concerning the validity, interpretation, execution, termination, or performance of this agreement shall be brought before the courts of the place where TokeChat has its registered office.

24.- Language

Unless expressly agreed otherwise, the Customer acknowledges that the language of these conditions will also be the working language in all commercial transactions with TokeChat.

The original language of these conditions is Spanish. Translations or documents drafted in a different language will always be considered a bonus for the Customer. In the event of any conflict, the Spanish version will always prevail.