Terms of Service

The following terms and conditions, as well as any future modifications (the "Terms") are a contract between you or your company ("you" or "your") and Habla, Inc., a Delaware corporation ("Olark," "we," "us," or "our") governing your use, and Olark’s provision, of the Services (as defined below). By using Olark’s software applications, application programming interfaces, Olark Webhooks, communication services, networks, and websites, including, but not limited to www.olark.com, help.olark.com, (collectively, the "Services"), you acknowledge that you have read, understood, accept and agree to be bound by the most recent version of these Terms.

You may review the most current version of the Terms at any time on the Olark website at http://www.olark.com/tos ("Term Page"). Olark reserves the right to update and change the Terms from time to time without notice, effective immediately, by posting the updated Terms on the Term Page. The Terms are accessible when you are accessing the Service and will reflect the date of the most recent update. Your continued use of the Services after the revision date of any such changes shall constitute consent to such changes. You agree to review the Terms to be aware of any such revisions. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms.

If you elect to enable additional functionality or features made available through the Services (“Additional Features”), you may be presented with additional terms related to the use of such Additional Features (the “Additional Terms”). By using the Additional Features, you agree and accept the Additional Terms. In the event of a conflict between these Terms and the Additional Terms, the Additional Terms shall govern.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE, OR CEASE YOUR USE OF, THE SERVICES.

Grant of Limited License

Subject to your compliance with the Terms including, without limitation, maintaining your registration with current and accurate information and the prompt payment of applicable fees, Olark hereby grants you a non-exclusive, non-transferable, revocable, worldwide license to access and use the Services to communicate with your end users (“End Users”). All rights not expressly granted to you are reserved by Olark and its licensors.

Without explicit permission from Olark, you may not:

use Olark’s trademarks or service marks;
alter, modify, obscure, or remove Olark’s trademarks from the Services;
alter, modify, or obscure the Services;
either explicitly, implicitly, or through acts of omission, represent yourself as acting on behalf of Olark; or
either explicitly, implicitly, or through acts of omission, represent yourself as a partner, affiliate, reseller, employee, contractor, vendor, advisor, or counsel of Olark.

End Users

Access to the Services by an End User shall be governed by your End User terms of service (“Your Terms”), provided that you shall be responsible for ensuring that, as between an End User, you and Olark: (i) Olark will at all times retain ownership of all of its intellectual property (as further described in the Section entitled “Olark’s Intellectual Property Rights” below) and End Users are granted no rights to such intellectual property, (ii) Olark makes no direct or implied warranties to End Users, (iii) you shall not make any representation or warranties to End Users with respect to the Service, other than the representation that you have the necessary rights to allow End Users to use the Service, (iv) Olark is the direct and intended beneficiary of Your Terms, and (v) Olark will not be liable in any way to End Users, either directly or indirectly. As between Olark and you, you are responsible for ensuring that End Users do not communicate information in violation of law using the Service, and for advising them against transmitting sensitive information using the Service, including but not limited to health/medical information or personally identifiable information of minors. You represent and warrant that you have notified End Users of this restriction.

Fees

Olark reserves the right to charge fees for your use of the Services, as described during the account registration process or when making changes to your account plan ("Fees"). You agree to pay such Fees in accordance with the terms set forth in such account registration or change to account plan.

All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such applicable taxes, levies, or duties associated with your use of the Services, other than on Olark’s income. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you herein.

Olark reserves the right, in Olark’s sole discretion, to change published prices without notice. Furthermore, we reserve the right to change the Fees for the Services tied to your account upon thirty (30) days advance notice of the applicability of such change to the Fees and shall not apply to Fees already charged to your account.

‍Modifications to the Services

Olark reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Olark shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

‍Account Restrictions

You must be legally able to enter into these Terms in your jurisdiction, such as being older than the minimum age of consent to enter into contracts.
You must be a natural person or a natural person representing a company, association or other organization. Accounts registered by "bots" or other automated methods are in violation of these Terms and will be immediately terminated.
You must provide a valid email address and truthfully provide any other information requested in order to complete the signup process ("Registration Data") and provide prompt updates to the Registration Data in the event of any changes.
You must not impersonate nor misrepresent your identity or affiliations with other persons or entities.
You are responsible for maintaining the security of your account and password. Olark shall not be liable for any loss or damage from your failure to comply with this security obligation. You are liable for any acts or omissions made using your login and password.
You must not intentionally and maliciously disrupt the reasonable enjoyment of others using the Service.
If your use of the Services causes undue stress on the Services and the systems running the Services, Olark reserves the right to limit or disable your access to the Services without notice.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any customer, employee, member, or officer of Olark will result in immediate account termination.
You may not forge or manipulate headers, data, or network protocols to disguise the origin of Content or otherwise disrupt the intended use of the Services.

‍Content Restrictions

You are responsible for all materials, including without limitation, information, data, text, software, music, sound, photographs, graphics, video, and email messages or other kinds of messages posted, received or sent through the Services (collectively "Content") and for all activity that occurs under your account, whether done so by you or any End User of the Service who is chatting with you.

We have the right, but not the obligation, to remove Content that we determine in our sole discretion to be "Offensive Content" as defined below. We also have the right, but not the obligation, to limit or revoke the use privileges of anyone who posts such Content or engages in unacceptable behavior on or through the Services.

Olark does not warrant that the Content will be accessible or transferable on the Services either for short term or long term use. To the extent any Content is available for use through the Services, you agree to only use such Content for internal purposes only to address the End User’s needs.

We cannot control all Content posted by third parties to the Services. You agree to use the Services at your own risk. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will Olark be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content. If you would like to report objectionable materials, you may contact us at info@olark.com.

You may not post any unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable Content, or Content that violates any of these the Terms ("Offensive Content"). Examples of such Offensive Content include, but are not limited to:

abuse, harassment, threats, flaming or intimidation of any person or organization
engaging in or contributing to any illegal activity or activity that violates others’ rights
use of derogatory, discriminatory or excessively graphic language
providing information that is false, misleading or inaccurate
hacking or modifying the Services to falsely imply an association with Olark
engaging in or contributing to any activity that maliciously degrades the Services
implying or pretending to be affiliated with a company or organization with which you are not affiliated, or misrepresenting the extent of your affiliation or role with an affiliated company or organization
disclosing personal login information, including, but not limited to passwords without the express permission of the individual or organization who provided it to you
transmitting worms, viruses or harmful software
sending spam, unsolicited mail, junk mail or chain letters
disclosing personal or proprietary information of another user, End User, person or organization
altering the Service’s user interface in a way that removes access to any part of the Service’s functionality and/or inhibits access to or the display of advertisements
collecting the content or information belonging to another user, an End User or Olark, or otherwise accessing the Services, using automated means (such as harvesting bots, robots, spiders or scrapers) without our permission
soliciting log in information or accessing the account of another user or End User of the Services
promoting, condoning, endorsing, distributing, publishing, or posting any material that solicits money, funds or people on websites or other properties that belong to Olark
aiding in the use of the Services for purposes of advertisement or solicitation for commercial goods or services on websites or other properties that belong to Olark
harassing, annoying, intimidating or threatening users or End Users of the Services or employees or agents of Olark
aiding or engaging in deceptive or predatory practices towards users or End Users of the Service
removing or altering, visually or not, any copyrights, trademarks, or proprietary marks and rights owned by us
forging, manipulating or plagiarizing messages, communications, headers or identifiers to imply an association with us or the Services
posting, publishing, displaying or transmitting in any way proprietary information, copyrighted material and trademarks not belonging to you, without the prior written consent of the owner of such rights
posting content that advocates, endorses, condones or promotes harassment of others, or content that actively or indirectly harasses others
posting content that is offensive and harmful, including but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or any group of individuals
posting content that provides materials or access to materials that exploits people under the age of 18 in an abusive, violent or sexual manner
posting content that solicits personal information or any information from anyone under the age of 18
posting content that uses, promotes or links to an illegal or unauthorized copy of another person’s copyrighted work or intellectual property

Grant of License. You represent that you have the authority to and do hereby grant to Olark a non-exclusive, irrevocable license to use the Content made available through the Services to the extent necessary to provide the Services (the “Content License”). Such Content License includes, without limitation, the right to reproduce, compress, transfer, and distribute the Content internally and with third party service providers to the extent necessary to enable transmission of and access to the Content through the Service.

‍Olark’s Intellectual Property Rights

The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in the Terms, Olark, its suppliers and licensors own all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Olark always appreciates your feedback or other suggestions about Olark, but you understand that we may use such feedback without any obligation to compensate you for them (just as you have no obligation to offer them). You grant us a non-exclusive, worldwide, royalty-free, sublicensable, transferable, irrevocable, perpetual license to use, modify, adapt, publish, perform, or derive new works from your feedback as we choose.

You may not duplicate, copy, reuse, or reverse engineer any portion of the Services, including, but not limited to, the HTML, CSS, Javascript, visual design elements, features, functions, or graphics without express written permission from us.

All trademarks, service marks, logos, trade names and any other proprietary designations of Olark used herein are trademarks or registered trademarks of Olark. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Digital Millennium Copyright Act Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through our Services, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:

An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim is being infringed;
Identification of the material that is claimed to be infringing and where it is located;
Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

Our designated copyright agent to receive notifications of claimed infringement can be reached as follows

info@olark.com

‍Third-party services

As part of your enjoyment of the Services, subject to these Terms, you may grant a third party access to your account to provide additional products, services or labor provided you agree to be responsible for the actions of the third party and to bind the third party to these Terms as your agent.

From time to time, separate applications or services that integrate or interoperate with the Olark Services (collectively, "Add-ons") may become available, either directly from Olark or independently. If you choose to install, access or enable an Add-on, you agree that the third-party Add-on provider may acquire access to your account data and information as required for the interoperation or integration of such Add-on and you grant Olark permission to give such Add-on access to your account data and information. Accordingly, such applications are governed by their own terms and conditions and are not considered Services under these Terms.

Privacy

We take your privacy seriously. You can view our full explanation of how we handle your privacy on our dedicated privacy policy page (the “Privacy Policy”).

To the extent Olark processes personal data in connection with its provision of the Services, the terms of Olark’s Data Processing Agreement shall apply and are hereby incorporated by reference.

100% Service Guarantee

We will respond to your support inquiries within one business day and we will ensure the Services have no unexpected downtime. If you do not believe we met this service level on any day during the period of your paid subscription, notify us by emailing support@olark.com within 30 days of the issue and we will credit your subscription back for that day.

Cancellation

You are solely responsible for properly cancelling your paid subscription. An email, phone, chat, or written request to cancel your paid subscription is not considered cancellation. You may cancel your paid subscription at any time by clicking on the "billing" link on the dashboard when logged in. The billing page provides a link to cancel your account. The cancellation of your paid subscription will occur at the end of your current paid up period. Upon cancellation or otherwise, you may request that your data be destroyed. The destruction of your data will follow the the terms of our Privacy Policy.

‍Termination

Olark may terminate your account without notice in the event that you breach any of these Terms. Your cancellation will take effect immediately and you will not be charged again. In the event of any termination, Olark will not refund any of the prepaid Fees. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. Olark reserves the right to refuse service to anyone for any reason at any time.

‍Refunds

Olark is not obligated to provide refunds or credits for partial months or years of the Services, upgrades or downgrades, or unused time during your subscription. If Olark materially breaches these Terms and fails to cure this breach within thirty (30) days of receiving written notice from you of such breach, Olark will refund the proportion of the pre-paid fees attributable to the period after the breach. If you terminate your account in the event of a suspension for more than 5 business days or discontinuance of the Services, you will be entitled to a refund of the proportion of pre-paid fees attributable to the period after termination.

‍Warranty Disclaimers

You expressly understand and agree that:

Olark warrants that your data will be treated in accordance with its Privacy Policy, as described in the Privacy Policy. Except as expressly warranted in the terms, all Services are provided "as is" and Olark hereby disclaims all warranties and conditions with regard to the Services, whether express, implied or statutory, including all warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.

Other than as expressly set in these Terms, Olark makes no warranty that (i) the Services will meet your requirements or expectations, (ii) that your access to or use of the Services will be uninterrupted, timely, secure or error free, (iii) that any defects in the Services will be corrected, or (iv) that the Services or any server through which you access the Services are free of viruses or other harmful components.

Any material downloaded or otherwise obtained through the use of the Services are accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from Olark or through or from the Services shall create any warranty not expressly stated in these terms.

‍Limitation of Liability

You expressly understand and agree that Olark and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to you for any indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Olark has been advised of the possibility of such damages) in any way relating to or arising from this agreement. In no event shall Olark or its respective suppliers’ aggregate liability for direct damages under this agreement exceed the fees paid for the immediately preceding month before the claim. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

Please note that downgrading your account may result in the loss of content, features, or capacity of your account. Olark does not accept any liability for any such losses.

‍Indemnification

To the extent allowed by law, you agree to defend, indemnify and hold harmless Olark, its officers, directors, employees, and agents, harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your connection to or use of the Services, including but not limited to any breach by you of these Terms, any claims arising from the content you submit, post, transmit or make available through the Services, and any misuse of the Services or claims against Olark by an End User.

‍Non-solicitation

You may not use the Services to solicit, interfere with, or endeavor to entice away from Olark any Olark customer, user, or subscriber.

The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Services or by written permission of Olark or by acting as an agent contracted by a third party to act on its behalf.

If you are interested in becoming an Olark partner, reseller, or affiliate, we are happy to talk with you. Affiliates, please look at the Olark Partners program. If you have something else in mind, please email sales@olark.com or talk to us on live chat.

‍Governing Law

These Terms, your rights and obligations, and all actions contemplated by these Terms shall be governed by the laws of the state of California. Any disputes arising under this Agreement shall be heard in the state or federal courts in Santa Clara County, California. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

‍Force Majeure

Olark shall not be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, crime, terrorist attacks, embargoes, acts of civil or military authorities, widespread Internet outages, fire, floods, earthquakes, accidents, strikes, fuel or energy. In the event of any such delay, any applicable period of time for action by Olark may be deferred for a period equal to the time of such delay.

‍Integration and Severability

These Terms are the entire agreement between you and Olark with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Olark with respect to the Services. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

‍Assignment of Terms

Olark may assign or transfer the Terms, in its sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

‍Notices

Any notices or other communications required hereunder, including those regarding modifications to the Terms, will be in writing and given by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

‍Mutual Beveraging

You are entitled to a beverage of Olark’s choice provided that a) You or a member of your team visits one of Olark’s offices; and b) If a member of the Olark team visits your office, you agree to provide them a beverage of your choice.

‍Headings for Convenience Only

Headings are for convenience only and have no legal or contractual effect.

‍Contact

If you have any questions about the Terms of Service, please contact us at info@olark.com.