Terms of Service

These terms apply to any of our Cloud plans, i.e. Hacker, Startups, Business and Enterprise.

By signing up for a IntelyChat Subscription, you and any entity that you represent (“Customer”) are unconditionally consenting to be bound by and are becoming a party to these IntelyChat Subscription Terms (“Agreement”) as of the date of Customer’s first download of the licensed materials (the effective date). Customer’s continued use of the software or any licensed materials provided by Intelyhood Technologies Pvt Ltd, trading as IntelyChat (“IntelyChat”) shall also constitute assent to the terms of this agreement.

Subject to the terms and conditions of this Agreement, IntelyChat hereby grants to Customer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ employees and contractors to internally use, reproduce, modify, prepare derivative works based upon, and display the code of IntelyChat software at the tier level selected by Customer, solely for internal use in connection with the development of Customer’s and/or its Affiliates’ own software, and at the level of usage for which Customer has paid IntelyChat.

Subject to the terms hereof, IntelyChat will provide reasonable support to Customer for the Licensed Materials as set forth on the Features page, for the support plan selected and paid for by Customer. IntelyChat will use reasonable commercial efforts to respond to support questions by Discord, email or in-app chat.

Except as expressly authorized, Customer will not use the Licensed Materials for timesharing or service bureau purposes, for any high risk or strict liability activity, or in any manner that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous.

Customer will be responsible for maintaining the security of Customer’s account, passwords and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Each party understands that the other party has disclosed or may disclose information relating to the Disclosing Party’s technology or business (“Proprietary Information”). The Receiving Party agrees not to divulge such Proprietary Information to any third person, to give access solely to employees with a need to know, and to take reasonable security precautions to protect against disclosure or unauthorized use.

Except as expressly set forth herein, IntelyChat alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Licensed Materials and any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by Customer relating to the Licensed Materials.

Customer and its licensors shall have and retain all right, title and interest in all software, information, content and data provided by or on behalf of Customer or made available through use of the Licensed Materials (“Content”).

Customer will pay IntelyChat the then applicable fees described in the Order Form or Quote for the Licensed Materials. If Customer’s use exceeds the Service Capacity set forth on the Order Form or Quote, Customer shall be billed for such usage and agrees to pay the additional fees.

Our fees do not include any taxes, levies, duties or similar governmental assessments. You are solely responsible for paying all Taxes associated with your purchases hereunder.

Subject to earlier termination, this Agreement is for the Initial Service Term as specified in the Order Form or Quote, and shall be automatically renewed for additional periods of the same duration unless either party requests termination with at least thirty (30) days notice.

Either party may terminate this Agreement upon 30 days’ written notice to the other party in the event that Customer has no then-current subscription with respect to the Licensed Materials. Customer may terminate this Agreement at any time upon written notice to IntelyChat. Either party may terminate immediately upon 30 days’ written notice in the event of any material breach that is not cured during such notice period.

Customer’s rights to the Licensed Materials, and any licenses granted hereunder, shall terminate upon any termination of this Agreement.

EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED MATERIALS, SOFTWARE AND INTELYCHAT PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. INTELYCHAT AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

EXCEPT WITH RESPECT TO CERTAIN BREACHES, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE TOTAL LIABILITY OF EACH PARTY WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID TO INTELYCHAT HEREUNDER IN A ONE YEAR PERIOD ENDING ON THE DATE THAT A CLAIM IS FIRST ASSERTED.

Customer may not provide to any person or export or re-export or allow the export or re-export of the Licensed Materials in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.

Customer shall ensure that any and all information or data, including without limitation personal data, used by Customer in connection with the Agreement (“Customer Data”) is collected, processed, transferred and used in full compliance with Applicable Data Protection Laws and that it has obtained all necessary authorizations and consents from any data subjects to process Customer Data.

If required by Applicable Data Protection Laws, the parties will enter into standard contractual clauses under GDPR for the transfer of any Customer Data outside of the European Union.

These terms apply if IntelyChat provides you with additional professional services as part of your contract, or if we undertake one-off pieces of work for you to support with your IntelyChat installation that are not covered by our usual support terms.

IntelyChat will provide Customer with software-related professional services (“Services”) as set forth in one or more mutually agreed to and signed Order Form or Quote. IntelyChat owns and will own all right, title and interest to the Services and any work product generated from the Services (“Work Product”), subject to a perpetual, non-exclusive, non-transferable license for Customer’s own internal computing operations.

For a GDPR Data Processing Agreement, please reach out to gdpr@intelychat.com.