Griffin Chat EULA

End User License Agreement

Version dated 30 August 2017

 

 

DEFINITIONS:

“Griffin Chat” means the dedicated chat web site platform currently marketed under the name ‘Griffin Chat and Psychic Online Messenger’, including any upgrades, updates or modifications made to it from time to time.

“License” means a Web Site License, as defined in Clause 1 below.

“License Fee” means the amount payable by a Licensee in return for a License to use Griffin Chat, as set out at https://businesspromotioncentral.com/rates/, and as may be varied from time to time.

“License Term” means: (a) per month renewable automatically at the end of each month and starting from the first day your license for Griffin Chat is available for your use online subject to the provision for payment of license fees and subject to the provision for cancellation of the license as set out in this agreement.

“Web Site” means a single web site and single instance of Griffin Chat that you are licensed for

‘‘written notice” means any letter or email sent to Licensors or Lessees notified address or email address, given for purposes of this agreement

“we” or “us” or “Licensor” means Griffin Chat Limited Registered Office –  164 Manchester Road Worsley Manchester England M28 7DP

“associated websites” means BusinessPromotionCentral.com, Wheels4WebSites.com, PsychicOlineMessenger.com and are referenced where they provide marketing and training services related to Griffin Chat

“you” and ‘’Licensee’’ means the individual or organization which has been granted a License namely

Name Address  – Details to be inserted

Introduction

  1. This End User License Agreement (“EULA”) sets out the terms and conditions on which you are granted a License to use Griffin Chat, subject to your payment of the applicable License Fee. The types of License granted is:

 (a) A Web Site License, which grants access to the Griffin Chat platform for a single site operated by you.

(b) If the option to have the end service provided by Griffin Chat or their agent is taken upon the agreed terms for provision of that service, then Griffin Chat or its agent will provide the end services carried out using the platform.

  1. A Web Site License will include upgrades of Griffin Chat.

3 New additional features added to the Griffin Chat platform will be an optional upgrade and subject to payment of a fee as specified by Griffin Chat to allow the use of such additional features in the License.

License

  1. Subject to payment by you of the applicable License fees and subject to your agreement to comply with this EULA, we hereby grant to you a non-exclusive, revocable and non-transferable License to use Griffin Chat for your specified business purposes only for the duration of the License Term.

3.2 The Licensee may market Griffin Chat from more than one marketing web site leading back to the licensed Griffin Chat web site.

3.3 Additional brands used by the Licensee that result in creating a new and additional set of end service providers/personas in the Griffin Chat platform will require an additional Griffin Chat license

3.4 At the end of the License Term, or upon termination of this EULA for any reason, you must permanently delete all references to Griffin Chat in your system(s) and marketing, unless Griffin Chat has agreed to grant you a further License.

  1. Griffin Chat is protected by the intellectual and copyright laws of the United Kingdom and other countries, and Griffin Chat retain ownership of all rights (including all intellectual property rights) in and to Griffin Chat. Other than the License granted to you by Clause 3, no rights in Griffin Chat are assigned or otherwise transferred to you. Except as may be permitted by this License you may not copy, publish, sell, market, distribute, lend, lease, rent, or sublicense Griffin Chat or any software code contained within it.

 

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License Fees

5 The Licensee agrees to pay the specific rate for paid credits (minimum purchase in Griffin Chat is 2 paid credits) as specified under the rates charged (subject to variation) at

https://businesspromotioncentral.com/rates/

License fees will be calculated at the end of the month and invoiced. The Licensee agrees to make payment within 7 days directly to Griffin Chats notified bank account at

Barclays Bank sort code 20-45-45 account 00109207

5.1 Interest will be charged at the statutory rate on all outstanding amounts after the period of 7 days from the license fees being due

5.2 Free credits are provided by Griffin Chat as outlined in the website and product presentation. These free credits are for the use of the Licensee to promote and market Griffin Chat. Free credits are not to be used for promotion of any other business of the Licensee or otherwise and are subject to a fair usage policy as determined by Griffin Chat. Unacceptable use of the free credits system will result in a written warning to the Licensor. Continued breach of the terms of use of free credits will result in termination of this License.

5.3 Any variation of the license fees made by the Licensor will done by giving the Licensee 30 days notice of the variation (price increase or price decrease) in the license fees

5.4 The Licensee agrees that after month two a minimum of 50 paid credits per month will be generated by the Licensee through Griffin Chat. In the event of less than 50 paid credits being generated through Griffin Chat per month by the Licensee the Licensee agrees to pay a standing charge of £50 per month

5.5 The Licensor may on providing 30 days notice vary both the minimum number of credits that must be generated through Griffin Chat by the Licensee and the amount of standing charge per month that will be payable by the Licensee referred to in clause 5.4

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Limited Warranty

  1. We warrant that Griffin Chat will provide the features and functions generally described in the product specification on our website or product presentation when you agreed to become a Licensee.
  2. Web Site Hosting and Maintenance

7.1 The Licensed Website will be hosted by Griffin Chat

7.2 Griffin Chat will not be liable for hosting errors or downtime caused by server malfunctions or failures.

7.3 Griffin Chat may as required schedule regular maintenance of the server or servers and this may affect the hosting and availability of the Licensed Web Site. Such maintenance is necessary for the smooth running of the Web Site. Where possible such maintenance will be carried out when the Web Site is not busy. Griffin Chat will endeavour to provide a reliable and professional service to the Licensee at all times.

7.4 Griffin Chat cannot be held responsible for anything adversely affecting the Licensees business operation, sales, or profitability that they might claim is a result of a service offered by Griffin Chat

7.5 If the Licensee expects very high levels of traffic to the website, Griffin Chat should be informed.

7.6 Griffin Chat will do their up most to maintain the service during periods of high traffic, although we cannot predict the expected level of traffic for the Licensee. Griffin Chat cannot be held responsible for any loss or damage to the Licensees business claimed as a result of server failure and / or downtime. The Licensee understands that any loss or damage to their business is specifically not covered and excluded under the terms of this agreement.

7.7 The Licensee will have access to the Web Site via a log in link that we will provide you. You will be given access which will allow you to provide the services as licensed by Griffin Chat. You will not have access to any parts of the Web Site structure or platform code. Changes to any pages or images are only be specific agreement and where appropriate will be charged at pre-notified hourly rate.

7.8 Griffin Chat are not liable for loss, damage or corruption to files data or information stored on our servers or individual PC’s relating to a Licensees Web Site. The Licensee is solely responsible for any information, data or files relating to their Web Site

7.9 The server hosting the Web Sites is backed up on a daily basis and backups are held for 30 days. Griffin Chat is not held responsible for the loss, damage or corruption to backups, files data or information saved and stored on our servers.

7.10 Griffin Chat do not warrant that the platform or your ability to use it will be uninterrupted or error-free. To the extent permitted by applicable law, we disclaim any implied warranty of merchantability or fitness for a particular purpose.

7.11 Minor cosmetic design changes can be made to the Licensees log in page in Griffin Chat by agreement with the Lessor and can include colours, logo and a small notification message box.

  1. Sub Domain. The Licensee will be allocated an agreed sub domain name on GriffinChat.com and this will act as the access point for provision of the licensed services. No email services are included in the License

Data

9 Any data collected through the Web Site under the terms of the License will be owned solely by the Licensee.

Limitation Of Liability

10 Your exclusive remedy under the above limited warranty, or otherwise in connection with this EULA and/or your use or attempted use of Griffin Chat, shall be, correction or maintenance of the defect or server repair. To the fullest extent permitted by applicable law, we disclaim all liability for loss of profits, loss of revenue or loss of data, and for any indirect or consequential damages that arise under or in connection with this and/or your use or attempted use of Griffin Chat.

10.1 Where the Licensee provides the end service under Griffin Chat the Licensee agrees to be solely liable for any claims arising out of such service provided by the Licensee and will fully indemnify Griffin Chat where any such claims arise

10.2 The Licensee warrants they are eligible to provide any services they provide using the Griffin Chat platform and comply with all legal or other regulations concerning delivery of service

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NOTICE

11 Any notice given by either of the parties under this license shall be served on the other party and addressed to that party’s signatory by email, personal delivery, pre-paid recorded delivery or first-class post to the receiving party as set out in this clause

The Licensor: Griffin Chat Limited

Name: Griffin Chat

Position: Owner

Email: Stephen@wheels4web sites.co.uk

Tel: 44 (0)161 7906065

Address: Registered Office –  164 Manchester Road Worsley Manchester England M28 7DP

The Lessee: Details to be inserted

Name: Details to be inserted

Position: Details to be inserted

Email: Details to be inserted

Tel: Details to be inserted

Address: Details to be inserted

or such subsequent addresses as may be notified by the parties to each other.

11.2 Any such notice shall be deemed to be effectively served as follows:

In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.

In the case of service by email, on the next working day.

General Provisions

  1. We may terminate this EULA immediately upon written notice (which may include an email sent to the email address you provided for purposes of notifications under this license) if you commit any breach of this EULA.

12.1 If this EULA is terminated for any reason: (a) you shall not be entitled to any compensation and (b) you must immediately stop using Griffin Chat unless it is agreed by Griffin Chat you can continue to use the platform until a future date specified by Griffin Chat

12.2 The Licensee may terminate this EULA by providing 30 days written notice to Griffin Chat and all License fees payable under this license will be due immediately at the end of that notice period and in any event payment will be made no longer than 7 days after the end of the notice period.

12.3 Griffin Chat, its employees and subcontractors agree that, except as directed by the Licensee, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Licensee agrees that it will not convey any confidential information obtained about the Licensor to another party or pass on any forms including these to any third party.

  1. If any part of this agreement is found to be invalid or unenforceable, the remaining terms will stay in effect. This agreement does not prejudice the statutory rights of any party dealing as a consumer.
  2. This agreement will be governed by the laws of United Kingdom and the Courts of the United Kingdom shall have exclusive jurisdiction in respect of any dispute or matter arising out of or in connection with it.
  3. This agreement reflects the entire agreement of you and us with regard to its subject matter, and supersedes any previous statements, warranties or representations made to you. Any modification to this agreement must be agreed to in writing by both parties.

This EULA shall be binding on you upon ticking “I accept the terms and conditions and End User License Agreement” during the licensing and other purchase process, of which this agreement is a part of that process. By agreeing to that statement, you agree to be bound to the terms and conditions contained within this EULA, and to use Griffin Chat only as permitted by the express terms of this EULA. Any incomplete details in this document will be completed as soon as possible and the agreement subsequently updated to reflect these additional details

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