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Terms of Services

 TRAVIS GROUP LTD. (“Travis”, “SleekFlow”, “we,” “us”,
or “our”) Provides a Software as a Service (SaaS) based “Conversation Cloud”,
named “SleekFlow Platform” or “SleekFlow Solution” that allows our customers to
store, manipulate, analyse and transfer messages between their business systems
and their customers on SleekFlow – provided and third party messaging channels
(the “Service”). A “Customer” is an entity with whom SleekFlow has an agreement
to provide the Service.

This Terms of Service (the “Agreement”) is an
agreement between the Customer and SleekFlow, together the “Parties” and each,
a “Party”, and is entered the date the Customer signs up for a SleekFlow
account through the SleekFlow website or the date specified on the Service
Agreement. (the “Effective Date”).

If you register for a SleekFlow account, you
acknowledge your understanding of these terms and enter the Agreement on behalf
of Customer. You furthermore acknowledge that Customer is not domiciled in Hong
Kong. Please make sure you have the necessary authority to enter into the
Agreement on behalf of Customer before proceeding.

BY USING ANY ELEMENT OF THE SLEEKFLOW SOLUTION
(INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS
AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN
THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15. IF
CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL
IMMEDIATELY CEASE ANY FURTHER USE OF THE SLEEKFLOW SOLUTION, INCLUDING USE OF
ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO SLEEKFLOW THAT CUSTOMER
HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS
USING THE SLEEKFLOW SOLUTION ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY
REPRESENTS AND WARRANTS TO SLEEKFLOW THAT CUSTOMER HAS THE AUTHORITY TO BIND
SUCH PERSON TO THIS AGREEMENT.

1. Definitions

1.     “Administrator Accounts” as defined in section 8.

2.     “Administrative User” means an individual who is an
employee or contractor of Customer and that Customer wishes to have access to
and use of the SleekFlow Platform.

3.     “Business” means either the Customer or Customer’s
Client, as the case may be.

4.     “Integrated Product” means any of the following: (i)
Customer Application, (ii) Custom-Integrated Business Applications, and (iii)
Pre-Integrated Third-Party Business Applications.

5.     “Chat Participant” means an individual who
communicates with a Business (a “User”) or on behalf of a Business (an “Agent”)
through the Sleekflow Platform.

6.     “Conversation” means an exchange of any number of sent
or received SleekFlow Messages between an individual Integrated Product and a
Chat Participant in a month.

7.     “Customer Account” as defined in section 8.

8.     “Customer Application” means any software application
or web site developed by Customer using or integrating with the SleekFlow APIs
under the license terms of this Agreement.

9.     “Customer’s Client” means any clients of the Customer.

10.   “Customer Data” means any data, information, content,
records, and files that Customer (or any of its Administrative Users, Customers
Clients or Chat Participants) loads, receive through, transmits to or enters
into the SleekFlow Platform, and any data, information, content, records and
files that the SleekFlow Platform obtains from Customer’s servers or systems or
third parties on Customer’s behalf, including all intellectual property rights
in any of the foregoing.

11.   “Custom-Integrated Business Applications” means any
business software applications used by Customer to interoperate with the SleekFlow
Platform through the SleekFlow API, where such software has been integrated
with the SleekFlow API by Customer, but which software, for greater certainty,
excludes Pre-Integrated Third-Party Business Applications and Customer
Application(s).

12.   “Messaging Channels” means either (i) web (ii) SMS
that is integrated with the SleekFlow Solution, or (iii) a Third Party
Messaging Platform that is integrated with the SleekFlow Solution.

13.   “Modifications” means modifications, improvements,
customisations, updates, enhancements, aggregations, compilations, derivative
works, translations, adaptations, and results from processing (including
analyses, reports, databases, datasets, recommendations, and visual
representations) in any form or medium, and “Modify” has a corresponding
meaning.

14.   “Personal Data” means any information relating to an
identified or identifiable natural person any information relating to an
identified or identifiable natural person (“Data Subject”)

15.   “Pre-Integrated Third-Party Business Applications”
means third party business software used by Customer to interoperate with the SleekFlow
Platform, where such software is already integrated with the SleekFlow Platform
and is made available to Customer on the SleekFlow Website.

16.   “Services” means the services provided by SleekFlow to
Customer that facilitates the communication between a Business and Chat
Participants through a variety of Messaging Channels, as more particularly
described on the SleekFlow Website.

17.   “SleekFlow API” means the application programming
interface, sample source code, tools, webhooks, instructions, documentation,
other materials, and any Modifications to it, made available by SleekFlow to
Customer at that time including but not limited to sending messages, to assist
Customer in developing its Customer Application that interoperates with the SleekFlow
Platform.

18.   “SleekFlow Message” means any communication sent or
received between a Chat Participant and an Integrated Product using any
component of the SleekFlow Solution.

19.   “SleekFlow Platform” means the software, hardware, and
systems used by SleekFlow to host and make the Services available for
Customer’s use, including the Website, and any Modifications to it.

20.   “SleekFlow Property” is as defined in section 5.

21.   “SleekFlow Solution” means: (i) the SleekFlow
Platform; (ii) the SleekFlow API; (iii) any Modifications to the preceding.

22.   “SleekFlow Website” means any websites used by SleekFlow
to provide the SleekFlow Services, including the website located at http://www.sleekflow.io.

23.   “Third Party Messaging Platforms” means any third
party platform that may be used by Chat Participants to transmit and receive
messages with a Business, including but not limited to Facebook Messenger,
WeChat, LINE and other platforms that SleekFlow may support in the
future. 

24.   “SleekFlow Chatbot Module” means the module the SleekFlow
developed for the customers that facilitate the assignment and routing of
SleekFlow Messages to Agents. SleekFlow reserves the right to define the scope
for the module.

25.   “Messaging Account Set-up Services” means the services
SleekFlow provided to the customers to set up third-party messaging platform accounts
including Facebook Messenger, WhatsApp Business, WeChat Official Account &
Line Business. Fees do not include any charges that may be assessed by Third
Party Messaging Platforms for access to or use of a channel.

2. SleekFlow Platform

Provisioning of the SleekFlow Platform. Subject to
Customer’s compliance with the terms and conditions of this Agreement, SleekFlow
will make the SleekFlow Platform available to Customer on the terms and
conditions set out in this Agreement, provided that: (i) Customer has read and
accepted and is in compliance with its obligations under the applicable terms
of use related to all applicable Third Party Messaging Platforms,
Pre-Integrated Third-Party Business Applications, and Custom-Integrated
Business Applications; and (ii) has taken all steps as necessary to enable
interoperability between the SleekFlow Platform and all applicable Third Party
Messaging Platforms, Pre-Integrated Third-Party Business Applications, and
Custom-Integrated Business Applications, including acquiring the necessary
approvals and API keys, whether directly or via Customer’s Clients, to access
these messaging channels as a business.

3. License to SleekFlow API

License to SleekFlow API. Subject to Customer’s
compliance with the terms and conditions of this Agreement, SleekFlow grants to
Customer a limited, non-exclusive, non-transferable, non-sublicensable,
revocable right and license during the Term to use the SleekFlow API solely (i)
to enable the Customer Application to interoperate with the SleekFlow Platform
or (ii) for developing or enabling Custom-Integrated Business Applications that
will only be used by Customer to interoperate with the SleekFlow Platform in
accordance with the terms of this Agreement and any other policies and
guidelines published by SleekFlow from time to time.

4. Trademark License

1.     During the Term, Customer hereby grants to SleekFlow a
worldwide, non-exclusive, non-transferable and non-sub-licensable (other than
to affiliates) royalty-free licence to use Customer’s trademarks and logos made
available to SleekFlow by Customer as part of this Agreement, solely in
connection with the marketing, advertising, and promotion of the SleekFlow
Solution, including listing the Customer and the Customer Application on the SleekFlow
Website; and only in accordance with Customer’s reasonable trademark usage
guidelines, as updated by Customer from time to time. Customer may require SleekFlow
to cease using Customer’s trademarks and logos if, in the reasonable opinion of
Customer, the continued display of Customer’s trademarks and logos would cause
a materially adverse effect on Customer’s image and the goodwill associated
with it.

2.     During the Term, SleekFlow grants to Customer a
limited, non-exclusive, non-transferable and non-sub-licensable (other than
affiliates) royalty-free licence to use SleekFlow’s trademarks and logos made
available to Customer by SleekFlow as part of this Agreement, solely in
connection with the marketing, advertising, and promotion of the SleekFlow
Solution, and only in accordance with SleekFlow’s reasonable trademark usage
guidelines, as updated by SleekFlow from time to time. SleekFlow may require
Customer to cease using the SleekFlow’s trademarks and logos if, in the
reasonable opinion of SleekFlow, the continued display of the SleekFlow’s
trademarks and logos would cause a materially adverse effect on SleekFlow’s
image and the goodwill associated with it.

5. Reservation of Rights

SleekFlow expressly reserves all rights, title, and
interest in, and Customer will not acquire any right, title or interest in: (i)
the SleekFlow Solution (or any part thereof) and any other materials or content
provided by SleekFlow under this Agreement, including any and all Modifications
to any of the foregoing; and (ii) all intellectual property rights in any of
the foregoing (clauses (i) and (ii) are collectively, the “SleekFlow
Property”), in each case, subject to the license rights expressly granted under
Section 2, 3. All right, title and interest in the SleekFlow Property will
remain with SleekFlow (or SleekFlow’s third party suppliers, as applicable).
For greater certainty, the SleekFlow Property is licensed and not “sold” to
Customer.

Customer shall retain all right, title, and interest
to any modifications, extensions, or derivative works of the SleekFlow SDKs
that Customer develops or has developed on its behalf (such modifications,
extensions or derivative works, the “Customer Derivative Works”). The preceding
does not prevent SleekFlow from exploiting any SleekFlow Property, including
any independently developed future developments, modifications, adaptations,
changes, derivative works or new works, even if the preceding is similar or
functionally identical to the Customer Derivative Works. Accordingly, Customer
will not assert, whether directly or indirectly, any of its intellectual
property rights in or to the Customer Derivative Works against SleekFlow or any
customers or clients of SleekFlow. 

6. SleekFlow’s Right to Use Customer Data

Customer acknowledges and agrees that SleekFlow may
store, use, reproduce, modify, and transfer to its subcontractors, Customer
Data, including Personal Data, solely in connection with delivering the
Services under this Agreement. Customer further acknowledges and agrees that SleekFlow
may store, use, reproduce, modify, and transfer data that is not related to an
identified or identifiable natural person, including aggregated or
de-identified data, without limitation, for its internal business purposes,
including but not limited to such purposes as analytics, quality assurance,
product and service improvement, and new product and service development.
Customer agrees to cause any Administrative User, Customer’s Client, and Chat
Participant to agree to the same terms as this Section 6.

7. Privacy

Customer understands that Personal Data, including of
Administrative Users, Customer’s Client and Chat Participants, will be treated
in accordance with SleekFlow’s privacy policy (the “Privacy Policy”).
Furthermore, SleekFlow agrees to observe the privacy and data protection
requirements outlined in SleekFlow’s Service Data Privacy Statement (the
“Service Data Privacy Statement”) when processing data on behalf of Customer
during provision of the Service. The Privacy Policy, including the Service Data
Privacy Statement, is hereby incorporated by reference and forms part of this
Agreement.

8. Customer Accounts; Use Restrictions

1.     Customer Accounts. Upon Customer’s request, SleekFlow
will issue one or more administrator accounts (the “Administrator Accounts”) to
Customer that provides Customer with the capability to create accounts for use
by individuals who are an employee or contractor of Customer and that Customer
wishes to have access to and use of the SleekFlow Platform (each, an
“Administrative User”). Customer will ensure that Administrative Users only use
the SleekFlow Platform through their Customer Account. Customer will not share
the Administrator Accounts with any other person and will not allow
Administrative Users to share their Customer Account with any other person.
Customer will promptly notify SleekFlow of any actual or suspected unauthorized
use of the SleekFlow Platform. SleekFlow reserves the right to suspend,
deactivate, or replace any Customer Account or Administrator Accounts if it
determines that the Customer Account or Administrator Account, as applicable,
may have been used for an unauthorized purpose.

2.     Use Restrictions. Customer acknowledges and agrees
that it is responsible for the activities and communications of all
Administrative Users and Chat Participants on the SleekFlow Platform, and the
compliance by all Administrative Users, Customer’s Clients and Chat
Participants with this Agreement, and any guidelines and policies published by SleekFlow
from time to time. Without limiting the generality of any of the foregoing,
Customer will not, and will not permit any other person (including any
Administrative Users, Customer’s Clients or Chat Participants) to:

1.     use the SleekFlow Platform to send, upload, collect,
transmit, store, use, disclose or process, or ask SleekFlow to obtain from
third parties or perform any of the above with respect to, any Customer Data:

1.
that contains any computer viruses,
worms, malicious code, or any software intended to damage or alter a computer
system or data;

2.
that Customer or the applicable
Administrative User, Customer’s Client or Chat Participant does not have the
lawful right to send, upload, collect, transmit, store, use, disclose, process,
copy, transmit, distribute and display;

3.
that is false, intentionally misleading,
or impersonates any other person;

4.
that is bullying, harassing, abusive,
threatening, vulgar, obscene, or offensive or that contains pornography,
nudity, or graphic or gratuitous violence, or that promotes violence, racism,
discrimination, bigotry, hatred, or physical harm of any kind against any group
or individual;

5.
that is harmful to minors in any way or targeted
at persons under the age of 16;

6.
that violates any applicable laws, or
infringes, violates or otherwise misappropriates the intellectual property or
other rights of any third party (including any moral right, privacy right or
right of publicity); or

7.
that encourages any conduct that may
violate, any applicable laws or would give rise to civil or criminal liability;

2.     disable, overly burden, impair, or otherwise interfere
with servers or networks connected to the SleekFlow Platform (e.g., a denial of
service attack);

  • attempt to gain unauthorised access to the SleekFlow Platform;

1.     use any data mining, robots, or similar data gathering
or extraction methods, or copy, modify, reverse engineer, reverse assemble,
disassemble, or decompile the SleekFlow Solution or any part thereof or
otherwise attempt to discover any source code, except as expressly provided for
in this Agreement;

2.     use the SleekFlow Solution for the purpose of building
a similar or competitive product or service; or

3.     use the SleekFlow Solution other than as permitted by
this Agreement;

4.     Fair Use Policy. The SleekFlow Solution is intended to
facilitate communications between Chat Participants and a Business in the
context of marketing, selling and supporting the business’ products and
services. While SleekFlow sets no limits on the number of SleekFlow Messages
that can be exchanged between any given Chat Participant and any given
Business, in aggregate no Business shall exceed an average of 50 SleekFlow
Messages per Active User Conversation in any given month. Such usage of the SleekFlow
Platform exceeds any reasonable expectations of use and shall be deemed a
violation of the terms of this Agreement, and the Customer will immediately
terminate the applicable Business rights and access to the SleekFlow Solution
or pay excess usage fees as defined by SleekFlow.

 

9. Email, Chat and Web Support

Customer will generally have access to SleekFlow’s
technical support from 10:00 am to 7:00 pm GMT+8 on weekdays (other than
holidays observed by SleekFlow) through email or chat support, or through the
web site using our chat widget, or via self-help at https://docs.sleekflow.io

 

10. Fees and Payment

1.     Fees. Customer will pay to SleekFlow the applicable
fees described on the SleekFlow Website or Service Agreement (the “Fees”)
during the Term in accordance with the payment terms set out herein.

2.     Third-Party Messaging Platform Fees. For greater
clarity, SleekFlow’s Fees do not include any charges that may be assessed by
Third Party Messaging Platforms for access to or use of a channel. Such charges
shall be the responsibility of Customer, whether paid directly to the Third
Party Messaging Platforms or whether such access is resold through SleekFlow,
in which case SleekFlow shall advise Customer in writing as to the applicable
charges and Customer shall have the right to accept such charges or decline
them and not use the associated channel. In the event a Third Party Messaging
Platforms imposes special requirements on SleekFlow beyond API integrations,
including but not limited to hosting endpoints unique to that channel, then SleekFlow
shall have the right to charge Customer for this additional service and
Customer shall have the right to accept such charges or decline them and not
use the associated channel.

3.     Payment Terms:

1.     All Fees shall be in U.S. Dollars;

2.     SleekFlow shall charge and invoice Customer the
applicable Fees, in advance, by credit card or bank transfer, on the Effective
Date and on every monthly anniversary thereafter or as specified on the Service
Agreement;

3.    When topping up for WhatsApp credits, please note it shall be subject to currency exchange and payment gateway transaction fee.

  • Payment obligations hereunder are not subject to any set-off or
    withholding rights whatsoever, any and all of which are hereby expressly
    waived by Customer.

1.     Disputed Invoices or Charges. If Customer in good
faith disputes any portion of a SleekFlow invoice or charge, Customer may
provide a dispute notice to SleekFlow with written documentation identifying
and substantiating the disputed amount within fifteen (15) days from receipt of
the applicable invoice or charge, and if applicable, at the time it pays the
undisputed portion of such invoice, withhold payment of such disputed portion.
If Customer does not report or does not provide such substantiating
documentation within that period, Customer shall be deemed to have waived its
right to dispute any and all portions of that invoice. For greater certainty,
Customer shall pay all undisputed amounts of that invoice in accordance with
section 10 above.

2.     Late Payment. Except for bona fide disputed amounts,
any failure to make a payment of any Fees or taxes in strict conformity with
the requirements of this section 10 entitle SleekFlow to suspend, in whole or
in part, access to Services, until such payment is received. Additionally, SleekFlow
shall assess and Customer shall pay a charge, compounded monthly, of the lesser
of (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by
law on all past due amounts (except amounts disputed pursuant to section
above). Furthermore, upon any such failure, all outstanding amounts shall
become due and payable without further delay.

3.     Certain Taxes. The Fees set out in this Agreement do
not include applicable taxes, duties, withholdings, tariffs, levies, customs,
capital or income taxes or other governmental charges or expenses, including
but not limited to value-added tax, sales tax, consumption tax and similar
taxes or duties as well as any current or future municipal, state, federal or
provincial taxes, and Customer will pay, indemnify and hold harmless SleekFlow
from same, other than taxes based on the net income or profits of SleekFlow.

 

11. Confidential Information

1.     Definitions. For purposes of this Agreement, a Party
receiving Confidential Information (as defined below) will be the “Recipient”
and the Party disclosing such information will be the “Discloser” and
“Confidential Information” means any and all information of Discloser disclosed
by Discloser to Recipient or otherwise coming into the possession of Recipient
during the Term that is marked as “confidential” or that a reasonable person
would understand to be confidential; provided that Discloser’s Confidential
Information does not include, except with respect to Personal Information: (i)
information already known or independently developed by Recipient outside the
scope of this relationship by personnel not having access to any Discloser’s
Confidential Information; (ii) information that is publicly available through
no wrongful act of Recipient; or (iii) information received by Recipient from a
third party who was free to disclose it without confidentiality obligations.
Notwithstanding the foregoing, the terms and conditions of this Agreement and
all SleekFlow Property (including any part thereof), whether marked as
“confidential” or not, will be SleekFlow’s Confidential Information will not be
Customer’s Confidential Information.

2.     Confidentiality Covenant. Recipient hereby agrees that
during the Term and at all times thereafter it will not: (i) disclose such
Confidential Information of the Discloser to any person, except to its own
personnel or affiliates having a “need to know” and that have entered into
written agreements no less protective of such Confidential Information than
this Agreement, and to such other recipients as the Discloser may approve in
writing; (ii) use Confidential Information of the Discloser except to exercise
its license rights or perform its obligations under this Agreement; or (iii)
alter or remove from any Confidential Information of the Discloser any
proprietary legend. The recipient will be deemed to have discharged its
confidentiality obligations under this Section 11 (Confidential Information) if
Recipient uses the same degree of care in safeguarding the Confidential
Information of Discloser as it uses in protecting its own confidential
information of a similar nature from unauthorized disclosure.

3.     Exceptions to Confidentiality. Recipient may disclose
Discloser’s Confidential Information: (i) to the extent that such disclosure is
required by applicable law or by order of a court or similar judicial or
administrative body, provided that the Recipient promptly notifies the
Discloser in writing of such required disclosure and cooperates with the
Discloser to seek an appropriate protective order; (ii) to its employees,
accountants, internal and external auditors, legal counsel and other
professional advisors if and to the extent such persons need to know such
Confidential Information in order to provide applicable professional advisory
services related to SleekFlow’s business; or (iii) in the case of SleekFlow, to
potential assignees, acquirers or successors of SleekFlow if and to the extent
such persons need to know such Confidential Information in connection with a
potential sale, merger, amalgamation or other corporate transaction involving
the business or assets of SleekFlow.

 

12. Warranty; Disclaimer; Indemnity

 

1.     Customer Warranty. Customer represents and warrants
to, and covenants with, SleekFlow that (1) the Customer Data will only contain
Personal Data in respect of which Customer has provided all notices and
disclosures (including to each Data Subject), obtained all applicable third
party consents and permissions and otherwise has all authority, in each case as
required by applicable laws, to enable SleekFlow to provide the Services,
including with respect to the collection, storage, access, use, disclosure and
transmission of Personal Data, including by or to SleekFlow and to or from all
applicable third parties (including third-party providers of any Third Party
Messaging Platforms); and (2) by connecting the WhatsApp Business Solution via
the SleekFlow Platform, the Customer will be in compliance with the WhatsApp
Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms/)
at all times when accessing and using the WhatsApp Business Solution via the SleekFlow
Platform.

2.     GENERAL DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT, THE SleekFlow SOLUTION (OR ANY PART THEREOF), AND ANY OTHER
PRODUCTS AND SERVICES PROVIDED BY SleekFlow TO CUSTOMER ARE PROVIDED “AS IS”,
“AS AVAILABLE”. FURTHERMORE, ANY PARTS OF THE SleekFlow SOLUTION DELIVERED
THROUGH THE EARLY ACCESS PROGRAM, OR UNDER A FREE LABS SUBSCRIPTION ARE EXCLUDED
FROM ANY WARRANTIES PROVIDED WITHIN THIS AGREEMENT.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SleekFlow
HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES,
REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE,
NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT,
ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR
ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF
TRADE. SleekFlow DOES NOT WARRANT THAT THE SleekFlow SOLUTION (OR ANY PART
THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE, OR THAT ALL ERRORS
CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF ANY OF THE
FOREGOING, SleekFlow EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR
WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH
CUSTOMER’S USE OF THE SleekFlow SOLUTION (OR ANY PART THEREOF) IS ACCURATE, OR
CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

1.
THIRD-PARTY MESSAGING PLATFORMS,
CUSTOMER APPLICATION, PRE-INTEGRATED THIRD-PARTY BUSINESS APPLICATIONS, AND
CUSTOM-INTEGRATED BUSINESS APPLICATIONS DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT SleekFlow’S
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS DEPENDENT ON: (I)
CUSTOMER HAVING TAKEN ALL STEPS NECESSARY TO ENABLE THE AVAILABLE
INTEROPERABILITY BETWEEN THE SleekFlow PLATFORM AND ALL APPLICABLE THIRD PARTY
MESSAGING PLATFORMS, CUSTOMER APPLICATION, PRE-INTEGRATED THIRD-PARTY BUSINESS
APPLICATIONS, AND CUSTOM-INTEGRATED BUSINESS APPLICATIONS ( THROUGH THE USE OF
THE SleekFlow API); AND (II) ACCESS TO SERVICES, SOFTWARE OR SYSTEMS OF THIRD
PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS OF ALL APPLICABLE THIRD PARTY
MESSAGING PLATFORMS, PRE-INTEGRATED THIRD-PARTY BUSINESS APPLICATIONS, AND
CUSTOM-INTEGRATED BUSINESS APPLICATIONS) AND DATA STORED OR MAINTAINED THEREON
(COLLECTIVELY, THE “EXTERNAL DEPENDENCIES”). SleekFlow IS NOT RESPONSIBLE FOR
ANY EXTERNAL DEPENDENCIES AND WILL HAVE NO LIABILITY IN RESPECT OF ANY
INTERFERENCE WITH CUSTOMER’S USE OR ANY USER’S USE OF OR ACCESS TO THE SleekFlow
SOLUTION OR SECURITY OR PRIVACY BREACHES ARISING FROM OR ATTRIBUTABLE TO ANY
EXTERNAL DEPENDENCIES, AND CUSTOMER WAIVES ANY AND ALL CLAIMS AGAINST SleekFlow
IN CONNECTION THEREWITH.

2.
Indemnity. Customer will defend,
indemnify and hold harmless SleekFlow, its employees, officers, directors,
affiliates, agents, contractors, successors, and assigns against any and all
third party (including Administrative Users, Customer’s Client, and Chat
Participants) liability (including damages, recoveries, deficiencies, interest,
penalties and reasonable legal fees), directly or indirectly arising from or in
connection with, or relating to: (i) Customer Data; (ii) Customer’s breach of
any of Customer’s obligations, representations or warranties under this
Agreement; (iii) use of the SleekFlow Solution (or any part thereof) by
Customer, any Administrative User, any Customer’s Client or any Chat
Participant in combination with any Customer Applications or any third party
software, application or service; (iv) misrepresentation, criminal behaviour or
gross negligence on the part of Customer, any Administrative User, any
Customer’s Client, or any Chat Participant; or (v) any actual or alleged
infringement, violation or misappropriation of the rights of any person
(including intellectual property or privacy rights) as a result of Customer’s,
any Administrative User’s, any Customer’s Client or any Chat Participant’s use
of the SleekFlow Solution (or any part thereof) contrary to the terms of this
Agreement. Customer will fully cooperate with SleekFlow in defence of any claim
defended by Customer pursuant to its indemnification obligations under this
Agreement and will not settle any such claim without the prior written consent
of SleekFlow.


13. Limitation of Liabilities

 

The Parties acknowledge that the following provisions
have been negotiated by them and reflect a fair allocation of risk and form an
essential basis of the bargain and will survive and continue in full force and
effect despite any failure of consideration or of an exclusive remedy:

1.
AMOUNT. IN NO EVENT WILL THE TOTAL
AGGREGATE LIABILITY OF SleekFlow IN CONNECTION WITH OR UNDER THIS AGREEMENT
EXCEED THE number OF FEES PAID BY CUSTOMER IN THE PRIOR 12 MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR USD $500, WHICHEVER
IS THE LESSER. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER
THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT
WILL SleekFlow’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN
ANY WAY CONNECTED TO THIS AGREEMENT.

2.
TYPE. TO THE MAXIMUM EXTENT PERMITTED
UNDER APPLICABLE LAW, IN NO EVENT WILL SleekFlow BE LIABLE TO CUSTOMER OR ANY
USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III)
BUSINESS INTERRUPTION; (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE
PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR
PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT,
REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A
FUNDAMENTAL TERM) OR OTHERWISE AND EVEN IF NOTIFIED IN ADVANCE OF THE
POSSIBILITIES OF SUCH DAMAGES.


14. Term and Termination

1.     Term. This Agreement will commence on the Effective
Date and continue to be in effect until your subscription has been terminated
in accordance with the terms Customer agreed to on the SleekFlow website at the
time of signup (the “Term”). For greater certainty, if Customer has subscribed
to an ongoing subscription, then such subscription will automatically renew at
its expiry for the same period of time, at the then-current subscription rate
described on the SleekFlow Website.

2.     Termination For Convenience. Either Party may elect to
terminate this Agreement and your subscription to SleekFlow services as of the
end of your then-current Term by providing notice, on or prior to the date
thirty (30) days preceding the end of such Term. For clarity, per
section 14), unless this Agreement and your subscription are so terminated,
your subscription will renew for a Term equivalent in length to the then
expiring Term.

3.     Refunds and Termination Charges. No refunds or credits
for Fees will be provided if you elect to terminate this Agreement prior to the
end of your Term. If you terminate this Agreement prior to the end of your
Term, or SleekFlow effects such termination pursuant to Section 14, in addition
to other amounts you may owe SleekFlow, you must immediately pay any then
unpaid Fees associated with the remainder of your Term. This amount will not be
payable by you in the event you terminate as a result of a material breach of
this Agreement by SleekFlow, provided that you provide advance notice of such
breach to SleekFlow and afford SleekFlow not less than thirty (30) days to
reasonably cure such breach as provided for in section 14.

4.     Termination for Cause. A Party may terminate this
Agreement for cause (a) upon thirty (30) days’ written notice to the other
Party of a material breach if such breach remains uncured at the expiration of
such period; or (b) if the other Party becomes the subject of a petition in
bankruptcy or any other proceeding relating to insolvency, receivership,
liquidation or assignment for the benefit of creditors. If this Agreement is
terminated by you in accordance with this section, SleekFlow will, to the
extent permitted by applicable law, refund you any prepaid fees covering the
remainder of the Term after the effective date of termination. If this
Agreement is terminated by SleekFlow in accordance with this section, you will
pay any unpaid fees covering the remainder of the Term. In no event will
termination relieve you of your obligation to pay any fees payable to SleekFlow
for the period prior to the effective date of termination.

 

15. Survival

The following Sections, together with
any other provision of this Agreement which expressly or by its nature survives
termination or expiration, or which contemplates performance or observance
subsequent to termination or expiration of this Agreement, will survive
expiration or termination of this Agreement for any reason: Section 5
(Reservation of Rights), Section 6 (SleekFlow’s Right to Use Customer Data),
Section 110 (Fees), Section 11 (Confidential Information), Section 12
(Warranty; Disclaimer; Indemnity), Section 13 (Limitation of Liabilities,
Section 15 (Survival) and Section 16 (General Provisions).

 

16. General Provisions

 

1.     Notices. Notices sent to either Party will be
effective when delivered in person or by email, one day after being sent by
overnight courier, or two days after being sent by first-class mail postage
prepaid to the official contact designated by the Parties and immediately after
being received by the other Party’s server. Notices must be in writing and
sent: (i) if to SleekFlow, to the address set out in the introductory paragraph
of this Agreement; and (ii) if to Customer, to the current postal or email
address that SleekFlow has on file with respect to Customer. SleekFlow may
change its contact information by posting the new contact information on the SleekFlow
Website or by giving notice thereof to Customer. Customer is solely responsible
for keeping its contact information on file with SleekFlow through the SleekFlow
Platform current at all times during the Term.

2.     Assignment. Customer will not assign this Agreement to
any third party without SleekFlow’s prior written consent, which consent will
not be unreasonably withheld. SleekFlow may assign this Agreement or any rights
under this Agreement to any third party without Customer’s consent in
connection with any merger or change of control of SleekFlow or the sale of all
or substantially all of SleekFlow’s assets provided that any such successor
agrees to fulfil its obligations pursuant to this Agreement. Any assignment in
violation of this Section will be void. The terms of this Agreement will be
binding upon permitted assignees. This Agreement will inure to the benefit of
and be binding upon the Parties, their permitted successors and permitted
assignees.

3.     Choice of Law. This Agreement and any action related
thereto will be governed by and construed in accordance with the substantive
laws of Hong Kong SAR, without regard to conflicts of law principles. The
Parties will initiate any lawsuits in connection with this Agreement in Hong
Kong SAR and irrevocably attorn to the exclusive personal jurisdiction and
venue of the courts sitting therein. The U.N. Convention on Contracts for the
International Sale of Goods will not apply to this Agreement.

4.     Construction. Except as otherwise provided in this
Agreement, the Parties rights and remedies under this Agreement are cumulative.
The term “include” and “including” mean, respectively, “include without
limitation” and “including without limitation.” The headings of sections of
this Agreement are for reference purposes only and have no substantive effect.
The terms “consent” or “discretion”, when used in respect of SleekFlow in this
Agreement means the right of SleekFlow to withhold such consent or exercise
such discretion, as applicable, arbitrarily and without any implied obligation
to act reasonably or explain its decision to Customer.

5.     Force Majeure. Neither Party will be liable for delays
caused by any event or circumstances beyond SleekFlow’s reasonable control,
including acts of God, acts of government, flood, fire, earthquakes, civil
unrest, acts of terror, strikes or other labour problems (other than those
involving SleekFlow employees), Internet service provider failures or delays,
or the unavailability or Modification by third parties of third party websites.

6.     Severable. Any provision of this Agreement found by a
tribunal or court of competent jurisdiction to be illegal or unenforceable will
be severed from this Agreement, and all other provisions of this Agreement will
remain in full force and effect.

7.     Waiver. A waiver of any provision of this Agreement
must be in writing, and a waiver in one instance will not preclude enforcement
of such provision on other occasions.

8.     Independent Contractors. Customer’s relationship to SleekFlow
is that of an independent contractor, and neither Party is an agent or partner
of the other. Customer will not have, and will not represent to any third party
that it has, any authority to act on behalf of SleekFlow.

9.     Entire Agreement. This Agreement constitutes the
entire agreement between the Parties with respect to the subject matter of this
Agreement and supersedes all other communications, whether written or oral.

10.   Amendments. Subject to the following sentence, no
amendment, supplement, modification, waiver, or termination of this Agreement
and, unless otherwise expressly specified in this Agreement, no consent or
approval by any Party, will be binding unless executed in writing by the Party
or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, SleekFlow
MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN
“AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II)
POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY SleekFlow,
ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH
AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE
EARLIER). IF CUSTOMER HAS PREPAID ANY FEES TO SleekFlow AND PROVIDES NOTICE TO SleekFlow
WITHIN 30 DAYS OF THE EFFECTIVE DATE OF AN AMENDMENT THAT CUSTOMER WISHES TO
EXERCISE ITS TERMINATION FOR CONVENIENCE RIGHT PURSUANT TO SECTION 14 OF THIS
AGREEMENT, THEN SleekFlow WILL REFUND CUSTOMER AN AMOUNT ON A PRO-RATED BASIS
CALCULATED BASED ON THE EFFECTIVE DATE OF TERMINATION UNTIL THE END OF THE PREPAID
SUBSCRIPTION PERIOD.

11.   English Language. It is the express wish of the
Parties that this Agreement and all related documents be drawn up in English.

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