These Terms of Service (“Terms”) form a contract between you and Captiwate Inc. (“Captiwate”, “we”, “our”, or “us”) and govern your access to and use of Captiwate’s website engagement, live video, and related services, including any websites, applications, browser extensions, and other offerings we operate (collectively, the “Service”).
By using the Service, you agree to these Terms.
By clicking “I accept”, registering for an account, or accessing or using the Service in any way, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Service.
Arbitration notice: Except where prohibited by law, disputes between you and Captiwate will be resolved through confidential, binding, individual arbitration, and you waive your right to participate in a class action or class-wide proceeding. See Section 15.
1. What Captiwate Does
Captiwate provides tools that allow companies to see which visitors are on their website, and to connect with them in real time via chat and live video, along with related analytics and engagement features (the “Service”).
2. Who May Use the Service
You may use the Service only if:
- You are at least 18 years old;
- You have the legal power to enter into a binding agreement with us; and
- Your use of the Service complies with all applicable laws and regulations.
If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and “you” in these Terms will refer to that entity.
3. Your Account
To use certain parts of the Service, you may need to create an account.
You agree to:
- provide accurate, current information;
- keep your details updated; and
- maintain the confidentiality of your login credentials.
You are responsible for all activity that occurs under your account. If you believe your account has been compromised, please contact us at support@captiwate.com immediately.
4. Fees and Payments
Some features of the Service are offered on a paid basis.
4.1 Pricing
Captiwate reserves the right to set and modify prices for the Service from time to time. Current pricing will generally be available on our website or in a separate order form.
We may change our fees or introduce new charges. If we do, we will give you notice before the new prices apply. Promotional or discounted pricing offered to other customers does not automatically apply to you.
All prices are in U.S. Dollars and, unless stated otherwise, do not include applicable taxes. Fees are non-refundable, except where required by law or explicitly stated otherwise in writing.
4.2 Payment Authorization
By providing a payment method (such as a credit card), you authorize Captiwate to charge all applicable fees, taxes, and any other amounts described in these Terms or in your order, to that payment method.
We may seek pre-authorization of your payment method to verify that it is valid and has sufficient funds or available credit.
4.3 Subscriptions and Renewals
Some parts of the Service may be billed on a subscription basis (“Subscription”). If you subscribe, you agree that:
- Your subscription will renew automatically at the end of each billing period unless you cancel;
- You authorize Captiwate to charge your payment method on each recurring billing date for the upcoming period; and
- You must cancel your Subscription at least 30 days before the renewal date to avoid being billed for the next period.
Information about fees and billing cycles will be available on our pricing page or in your order form. You can cancel by contacting us at support@captiwate.com, or through any other method we make available for cancellation.
4.4 Late or Failed Payments
If we are unable to charge your payment method, or if your account becomes delinquent, we may:
- Suspend or limit your access to the Service; and/or
- Terminate your account,
in addition to any other rights we may have. You are responsible for all costs associated with collecting any unpaid amounts, including reasonable collection and legal fees.
5. License to Use the Service
5.1 Limited License
Subject to your ongoing compliance with these Terms, Captiwate grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes.
5.2 Restrictions
You agree that you will not:
- copy, modify, or distribute any part of the Service or its content, except as expressly permitted;
- reverse engineer, decompile, or attempt to extract source code from the Service, except where allowed by law;
- bypass or interfere with any security or access control mechanisms; or
- use the Service in any way that is prohibited by these Terms or by applicable law.
If your use of the Service is prohibited under the laws of your jurisdiction, you may not use it.
5.3 Feedback
If you choose to share feedback, ideas, or suggestions about the Service (“Feedback”), you agree that Captiwate may use that Feedback in any way, without restriction and without payment or obligation to you. You hereby grant Captiwate an irrevocable, worldwide, royalty-free license to use and exploit such Feedback.
6. Ownership and Intellectual Property
Captiwate and its licensors own all rights, title, and interest in and to:
- the Service;
- all software, designs, text, graphics, logos, and other content; and
- any associated documentation or materials
(collectively, the “Materials”).
Except for the limited license granted to you in these Terms, you are not granted any rights to the Materials. All rights not expressly granted are reserved by Captiwate and its licensors.
7. Third-Party Components
The Service may include or rely on third-party software or components that are made available under separate open-source or third-party licenses (“Third-Party Components”).
Those Third-Party Components are licensed to you under the terms of their respective licenses, not these Terms. Nothing in these Terms limits your rights under the applicable third-party licenses.
8. Communications
8.1 Email and Notifications
We may contact you by email or through the Service regarding:
- your account;
- changes to the Service;
- security or legal notices; and
- marketing or promotional information (where permitted by law).
You can opt out of non-essential marketing emails at any time by following the unsubscribe instructions in those messages. Some transactional or service-related emails (for example, about billing or security) may still be sent even if you opt out of marketing communications.
9. Acceptable Use
You agree not to do any of the following in connection with the Service:
- Use the Service for any unlawful purpose or in violation of any law or regulation;
- Harass, threaten, or harm others;
- Infringe or misappropriate any intellectual property, privacy, or other rights of any third party;
- Upload or transmit malware, viruses, or other harmful code;
- Interfere with, disrupt, or attempt to gain unauthorized access to any network, system, or account connected to the Service;
- Impersonate any person or entity, or misrepresent your affiliation with a person or entity;
- Collect information about other users without their consent;
- Resell, lease, or otherwise transfer your rights to use the Service (except as explicitly allowed by Captiwate); or
- Assist or encourage anyone else to do any of the above.
We reserve the right to investigate and take appropriate action, including account suspension or termination, if you violate this section.
10. Changes to These Terms
We may update these Terms from time to time. When we do, we will revise the “last updated” date at the top or provide you with additional notice where required (for example, by email or within the Service).
If a change materially affects your rights or obligations, we will give you reasonable advance notice. If you continue to use the Service after the updated Terms become effective, you are agreeing to the updated Terms. If you do not agree, you must stop using the Service.
11. Term and Termination
11.1 Duration
These Terms apply from the time you first accept them or start using the Service, and continue until terminated as described below.
11.2 Termination by Captiwate
We may suspend or terminate your access to the Service (in whole or in part), or terminate these Terms, at any time and for any reason, including if:
- you breach these Terms;
- we are required to do so by law; or
- we decide to discontinue the Service.
Where reasonable, we will attempt to provide you with notice in advance.
11.3 Termination by You
You may stop using the Service at any time and, if you wish, request closure of your account by contacting support@captiwate.com.
11.4 Effect of Termination
Upon termination:
- Your right to use the Service ends immediately;
- We may delete or restrict access to your account and any associated data, subject to our legal obligations and internal policies;
- Any fees owed prior to termination remain payable; and
- Sections of these Terms that by their nature should survive (including, without limitation, ownership, payment obligations, warranty disclaimers, limitations of liability, indemnity, and dispute resolution provisions) will continue in effect.
11.5 Modifications to the Service
We may modify, suspend, or discontinue any part of the Service at any time. We are not liable to you or any third party for any such modification, suspension, or discontinuation.
12. Indemnification
To the extent permitted by law, you agree to indemnify, defend, and hold harmless Captiwate Inc. and its officers, directors, employees, agents, and affiliates (the “Captiwate Parties”) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- your use or misuse of the Service;
- your violation of these Terms;
- your violation of any rights of a third party; or
- any dispute between you and a third party relating to your use of the Service.
We reserve the right to assume exclusive control of any matter subject to indemnification by you, in which case you agree to cooperate with us.
13. Disclaimer of Warranties
Your use of the Service is at your own risk.
The Service and all related content and materials are provided “as is” and “as available”, without any warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Captiwate does not guarantee that:
- the Service will be uninterrupted, secure, or error-free;
- any defects will be corrected; or
- the Service will meet your requirements or expectations.
No advice or information you obtain from Captiwate, whether oral or written, will create any warranty not expressly stated in these Terms.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you to the extent prohibited by law.
14. Limitation of Liability
To the fullest extent permitted by law:
- Captiwate and the Captiwate Parties will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of, or inability to use, the Service; and
- The total liability of Captiwate and the Captiwate Parties for all claims arising out of or related to the Service or these Terms will not exceed the greater of:
- (a) the total amount you paid Captiwate for the Service during the 12 months immediately before the event giving rise to the claim; or
- (b) $100.
These limitations apply whether the claims are based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages, and even if any limited remedy fails of its essential purpose.
Some jurisdictions do not allow limitations of liability for certain types of damages. In such cases, our liability will be limited to the maximum extent permitted by law.
15. Dispute Resolution and Arbitration
Except where prohibited by law, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service will be resolved by confidential, binding arbitration.
- The arbitration will be conducted in English, in New Castle County, Delaware (USA), and administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
- A single arbitrator will preside. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Nothing in this section prevents either party from seeking temporary or preliminary injunctive or other equitable relief from a court to protect its rights pending final resolution of the dispute.
You and Captiwate agree to resolve any disputes only on an individual basis, and not as part of any class, consolidated, or representative proceeding, unless such waiver is not permitted by law.
16. General Provisions
16.1 Entire Agreement
These Terms, together with our Privacy Policy and any additional terms we expressly reference or provide within the Service, represent the complete and exclusive agreement between you and Captiwate regarding your use of the Service.
16.2 Assignment
You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of assets.
16.3 Severability
If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.
16.4 No Waiver
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
16.5 Governing Law and Venue
These Terms are governed by the laws of the State of Delaware, without regard to its conflicts of law rules. Subject to the arbitration provisions above, you and Captiwate agree to submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, for any permitted court proceedings.
16.6 Additional Terms
From time to time, we may provide additional terms, policies, or guidelines for specific features or parts of the Service (“Additional Terms”). Those Additional Terms become part of your agreement with us if you use those features, and will control if there is a conflict with these Terms.
16.7 Electronic Communications
By using the Service, you consent to receive communications from us electronically as described in our Privacy Policy. You agree that electronic communications satisfy any legal requirement that communications be in writing.
16.8 Contact Information
The Service is provided by:
Captiwate Inc.
548 Market St PMB 34444
San Francisco, CA 94104
United States
You can contact us at: hello@captiwate.com or support@captiwate.com.
16.9 Notice to California Residents
If you are a California resident, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
1625 N. Market Blvd., Suite S-202
Sacramento, CA 95834
USA
or by phone at +1 (800) 952-5210 or +1 (916) 445-1254.