1. Terms and Conditions of Service

The following terms and conditions are a legal agreement between you, the “Client” (“you or your”) and Ramble Chat LLC (“RambleChat,” “we,” “us,” or “our”) governing your use of RambleChat’s Services (as defined below). By using RambleChat’s Services, you acknowledge that you have read, understood and agree to be bound by the most recent version of these Terms. Accepting these Terms is a condition to your use of the Services.

2. Definitions. In addition to other terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

  1. “Client” means (i) any employee of Client, or (ii) any other person authorized by Client.
  2. “Licenses” means all licenses granted to Client for the Products.
  3. “Products” means collectively the hosted products licensed by RambleChat
  4. “Services” means the work performed by RambleChat personnel, vendors or contractors set forth on the first page hereof, and as may be described further in an Exhibit.

3. Services Description

  1. RambleChat provides live chat and other customer engagement tools and services for use on your website website and other locations as deemed appropriate by “Client” (eg. social channels, emails, etc.) Such tools and services and all related software applications, programs, networks, services and websites (the “Services”) are provided by Ramble over the internet through the use of its software applications, programs, networks, services and websites, including, but not limited to www.ramblechat.com (the “Website”).
  2. All software used by you or any other users that is made available, whether before or after your acceptance of these Terms, through the Website or otherwise by Ramble shall be deemed part of the Services.
  3. We reserve the exclusive right to determine the use, functionality and content of the Services, whether to make any changes, updates or modifications to the Services and whether to cease providing and making available the Services.

4. Access to and Use of the Service

  1. Subject to your compliance with the Terms, including, without limitation, maintaining your a valid registration with current and accurate information, RambleChat will grant Client the revocable, non-transferable, non-exclusive and limited right for appropriately registered employees, or contractors to access and use the Services solely for your internal business use which includes but is not limited to deployment on the Client website and other digital assets used by Client.
  2. Each user assigned by Client to support the Service (“Client End User”) is assigned a specific user identification and password, which may not be shared or used by third parties without the user’s consent. Client is solely responsible for maintaining the confidentiality and security of the identification and password and for all activity that occurs under the authenticated your account. RambleChat will not be liable for any loss or damage from a failure to comply with this security obligation. Client is solely liable for any acts or omissions made using a registered user identification and password.
  3. Client agrees to use the Services in accordance with their intended use and purpose and in compliance with these Terms and applicable law. Any other use or the resale of the Services or any portion thereof is expressly prohibited. Client agrees not to use the Services for any use or purpose that is: (i) obscene, libelous, blasphemous, pornographic, defamatory, inciting hatred, threatening violence, offensive, terroristic or any similar offense; (ii) unlawful or misleading; (iii) for any use that breaches the intellectual property rights of a third party; (vi) undertaken on behalf of anyone other than you or a company or person that you represent; or (v) in violation of any applicable local, state, national and foreign laws, treatises and regulations. In addition, you will not: (a) reproduce, modify, reverse engineer, prepare derivate works of, distribute, sell, transfer, publicly display, transmit or otherwise use the Services other than as expressly set forth in these Terms or as enabled by the features of the Services; (b) use RambleChat’s trademarks or service marks for any purpose or alter, modify, obscure or remove RambleChat’s trademarks from the Services; (c) alter, modify or interfere with, or attempt to do any of the foregoing, to the Services; (d) abuse or threaten, verbally or physically, in writing or otherwise, any customer, licensor, employee, member, or officer of RambleChat; or (e) forge or manipulate headers, data, or network protocols to disguise the origin of any information provided by you to the Services or otherwise disrupt the intended use of the Services. If your use of the Services causes undue stress on the Services and the systems running the Services or is in violation of any of the Terms, we may limit, suspend, disable or terminate your access to the Services without notice but where practical we will provide reasonable notice to Client to remediate such impact. RambleChat will have no liability for any damages or losses suffered by you Client or any Client End user User arising from the limitation, suspension, disabling or termination of your Client’s use and access to the Services.
  4. Client is exclusively liable and responsible for all content, data and information submitted by Client End Users to the Services in connection with your Client’s use of the Services.
  5. We may at any time after 60 days written notice to Client modify or discontinue, temporarily or permanently, the Services, or any part thereof, without notice. We may establish such practices and policies and other restrictions concerning the use of the Services as we may determine, in our sole discretion after 60 days written notice to Client.
  6. Client acknowledges and agrees that there will be times, both scheduled and unscheduled, when the Services will not be available. RambleChat will have no liability for any Service unavailability regardless of the cause or the length of time of such unavailability.
  7. Client acknowledge’s they are familiar with and solely responsible for maintaining systems and computers sufficient to meet the technical requirements necessary to receive and access the Services. Client also understands the risk and threats connected with the transmission of electronic data over the internet.
  8. We reserve the right to access and monitor user accounts for technical, administrative and security purposes only.

5. Account Restrictions

In order to use and access the Services, you must meet the following requirements:

  1. Client end users must be legally able to enter into these Terms in your jurisdiction, including, without limitation, being older than the minimum age of consent to enter into contracts. In any event, client end users must be at least 13 years of age to register for, access and use the Services.
  2. Client must be a natural person or a natural person representing a business, company, association or other organization. Accounts registered by automated methods, such as “bots,” are in violation of these Terms and will be immediately terminated.
  3. Client must provide a valid email address and accurately provide any other information requested in order to complete the signup process. You agree to promptly update and maintain as current such information in the event of any changes.

6. Proprietary Rights

  1. RambleChat has sole and exclusive ownership of all right, title and interest in and to the Services, including, without limitation, the Website, and any software, hardware or content utilized in the provision of the Services, including all copyright and any other intellectual property rights therein. These Terms convey a limited right to use and access the Services and any software or content made available to you in connection with such use and access. No title to or ownership of the Services or software or content contained therein or provided in connection therewith is transferred to you. All rights not expressly granted hereby are reserved by RambleChat and its licensors.
  2. RambleChat and ramblechat.com and any logos, trademarks, service marks, product names and trade names associated with RambleChat or the Services are owned by RambleChat.
  3. Client feedback and suggestions regarding the Services is important to us. You agree that we may use such feedback and suggestions without any obligation to compensate you for them. Client hereby 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 and suggestions as we choose. As a condition of using the Services, you agree to keep all such feedback confidential and to refrain from disparaging RambleChat, its website and the Services.
  4. The Services and other software and content provided in connection therewith are protected by copyright, trademark and other laws of the United States and foreign countries.
  5. Client is solely responsible for all materials, including, without limitation, information, data, text, software, music, sound, photographs, graphics, video and electronic messages or other content (collectively, “Content”) posted, received or transmitted by the Services.
  6. We have the right, but not the obligation, to remove Content that we determine in our sole discretion to be offensive or that we otherwise determine is unacceptable or inappropriate for the Services
  7. Client acknowledges and agree that we cannot control all Content posted by third parties to the Services. You agree to use the Services at your own risk and understand that by using the Services you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable. You further agree that under no circumstances will RambleChat 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 must assess and bear all risks associated with the use of any Content, including any reliance on the integrity or accuracy of such Content.
  8. You may contact us to report any offensive or objectionable Content at webmaster@ramblechat.com.

7. Term and Termination

  1. This Agreement shall be effective as of the Effective Date and shall remain in effect for the Initial Term unless terminated by either party if the other party commits a material breach of this Agreement that remains uncured forty-five (45) days after written notice of such breach is delivered to the other party. This Agreement will automatically renew for additional one-year terms (each a “Renewal Term”) (the Initial Term and all Renewal Terms are the “Term”) unless either party delivers the other written notice of termination at least sixty (60) days prior to expiration of the then-current term. Fees will be limited to a 10% increase, annually, after the Initial Term, assuming the same products are licensed and that Client has not expanded the use through merger or acquisition or beyond any use restrictions established in this Agreement.
  2. Upon termination of these Terms, the rights granted to client herein will immediately terminate and client will immediately cease all use and access to the Services and RambleChat will at its own discretion remove and purge your data and information, including without limitation, account information, from the Services and other RambleChat systems and computers. Upon removal of such information, you will no longer be able to use the Services.

8. Digital Millennium Copyright Act Notice

  1. If we receive notice that Content posted is unlawful or not in keeping with the Terms or the intended use of the Services, we reserve the right to remove the material. Please note that we will respond only to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). The text of the Act can be found at the U.S. Copyright Office website.
  2. To file a notice of infringement with us, you must provide a written communication (by email with an attached and signed PDF or by fax) that sets forth the items specified below. Please do not send us regular mail, as we may not receive it in a timely fashion.
  3. To enable us to address your concerns, please provide the following information:
    1. Identify the allegedly infringing Content, including, if possible, by providing the exact permanent URL for the page containing the Content;
    2. Identify the material that you claim is being infringed;
    3. Provide information reasonably sufficient to permit us to contact you: an email address is preferred, as well as a telephone contact number;
    4. 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;
    5. 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 its owner; and
    6. An electronic signature of a person authorized to act on behalf of the copyright owner.
  4. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that any Content on the Services is infringing a copyright.

9. Third Party Services

  1. From time to time, separate applications, services websites and links that integrate or interoperate with the Services (each, a “Third Party Service”) may become available, either directly from RambleChat or independently. If you choose to install, access or enable a Third Party Service, you agree that the Third Party Service provider may acquire access to your account data and information as required for the interoperation or integration of such Third Party Service and you grant RambleChat permission to give such Third Party Service access to your account data and information. Such applications are governed by their own terms and conditions and are not considered Services under these Terms.
  2. RambleChat does not endorse or assume any responsibility for any Third Party Service. If you access or use a Third Party Service from the Services, you do so at your own risk, and you understand that these Terms do not apply to use of any Third Party Service.
  3. You agree that RambleChat shall have no liability arising from your use of any Third Party Service.

10. Warranties and Limitation of Liability

  1. The Services are provided to you strictly on an “AS IS, WHERE IS” basis with all faults and defects. RambleChat does not represent or warrant that: (i) the use of the Services will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (ii) the Services will meet your requirements or expectations; (iii) errors or defects will be corrected; or (iv) the Services or the servers, systems and computers that make the Services available are free of viruses or other harmful components.
  2. Client agree to defend, indemnify and hold harmless RambleChat and its affiliates and each of their officers, directors, managers, members, shareholders, employees, representatives, consultants, agents and licensors, harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your connection or access to or use of the Services, including, but not limited to, any breach by client of these Terms and any claims arising from any Content client submits, posts, transmits or makes available through the Services.
  3. Client release, to the fullest extent permitted by law, RambleChat and its affiliates and each of their directors, officers, managers, members, shareholders, employees, representatives, consultants, agents and licensors from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the following: (i) disputes between users, including those between you and other users; (ii) Third Party Services, including Content found on such sites and services; (iii) disputes concerning any use of or action taken using your account by you or a third party; or (iv) claims relating to the unauthorized access to any data communications or Content stored under or relating to your account, including unauthorized use or alteration of such communications or your Content.
  4. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR UNINTERRUPTED AVAILABILITY, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  5. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF RAMBLECHAT AND ITS AFFILIATES AND THEIR DIRECTORS, MANAGERS, OFFICERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS AND LICENSORS WITH RESPECT TO ANY CLAIMS ARISING OUT OF THESE TERMS SHALL BE A CLAIM FOR MONEY DAMAGES LIMITED TO THE AGGREGATE OF ALL AMOUNTS PAID BY CLIENT TO RAMBLECHAT UNDER THESE TERMS DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.
  6. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RAMBLECHAT BE LIABLE FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS AND GOODWILL, BUSINESS OR BUSINESS BENEFIT, OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY YOU EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) DAMAGES RELATING TO YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (III) ANY DELAY OR FAILURE TO PROVIDE THE SERVICES THAT IS DUE TO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, INTERNET SERVICE PROVIDERS, DATA CENTERS, SERVER HOSTING COMPANIES AND TELECOMMUNICATIONS COMPANIES; OR (IV) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OR ANY THIRD PARTY SERVICES.
  7. THE LIMITATIONS IN SECTIONS 5 AND 6 APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT RAMBLECHAT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT THIS ALLOCATION OF RISK IS A MATERIAL INDUCEMENT TO YOUR ACCESS TO THE SERVICES.

11. Privacy Policy

  1. RambleChat cares about the privacy of its clients. A description of our treatment of information collected through the use of the Services or other reasonable means that may happen through normal interaction with us is set forth in a separate Privacy Policy.
  2. Client understands that by using the Services you consent to the collection, use and disclosure of your information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States and abroad.

12. General

  1. You may not assign these Terms, in whole or in part, without the prior written consent of RambleChat.
  2. These Terms will be governed by and construed in accordance with the laws of the State of Georgia, United States of America and any litigation between Client and RambleChat regarding these Terms shall be exclusively conducted in the state or federal courts located in Atlanta, Georgia, United States of America.
  3. Each Party agrees to work together to issue a press release that is mutually agreeable to both parties. Prior written consent is required from both parties prior to distribution of the release. RambleChat may use Client’s logo or Client’s name for (i) promoting and advertising Client as a RambleChat customer on our website and (ii) promoting and advertising Client as a RambleChat customer on sales and marketing slides.
  4. Client agrees they may resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
  5. Client agrees that, regardless of any statute or law to the contrary, any claim or cause of action against RambleChat arising out of or related to use of the Service, Terms or our Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.
  6. Client agree that because of the unique nature of the Services and RambleChat’s proprietary rights therein, a breach of these Terms by you would irreparably harm RambleChat and monetary damages would be inadequate compensation. Therefore, you agree that RambleChat shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of these Terms. The prevailing party to any such request for preliminary or permanent injunctive relief shall be entitled to an award of its reasonable attorneys’ fees.
  7. If any provision of these Terms is declared void, illegal, or unenforceable, the remainder of these Terms will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.
  8. Any failure by any party to these Terms to enforce at any time any term or condition under these Terms will not be considered a waiver of that party's right thereafter to enforce each and every term and condition of these Terms.
  9. Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with reasonable dispatch whenever such causes are removed.
  10. These Terms constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, made with respect to the subject matter hereof and cannot be altered by you except by agreement in writing executed by an authorized representative of each party. No purchase order and/or standard terms of purchase provided by you shall supersede these Terms.
  11. Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against RambleChat and such third parties shall not be entitled to enforce any provisions of these Terms against RambleChat.
  12. Any notices or other communications required hereunder, including those regarding modifications to these Terms, will be in writing and given by posting on the Website or otherwise disseminated through the Services.
  13. Headings in these terms are for convenience of reference only and will have no legal or contractual effect.