Last Updated March 31, 2023
kwic is a product of Nekhop technology.
Nekhop (“we”, “us”, or “our”) provides a Software as a Service (SaaS) that allows our customers to store, manipulate, analyze and transfer messages between their business systems and their customers on a variety of Nekhop provided and third party messaging channels (the “Service”). A “Customer” is an entity with whom Nekhop has an agreement to provide the Service.
This Nekhop Terms of Service (the “Agreement”) is an agreement between the Customer and Nekhop, together the “Parties” and each, a “Party”, and is entered the date the Customer signs up for a Nekhop account through the Nekhop website (the “Effective Date”).
If you register for a Nekhop or kwic account, you acknowledge your understanding of these terms and enter the Agreement on behalf of Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of the Customer before proceeding.
If a Customer violates any of the terms outlined below, we reserve the right to cancel accounts or bar access to accounts without notice. If you do not agree to these terms, please do not use our Services.
Nekhop may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these terms of use.
Nekhop may refuse service to anyone for any reason at any time
BY USING ANY ELEMENT OF THE NEKHOP (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. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE NEKHOP, INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO NEKHOP THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE NEKHOP ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO NEKHOP THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
1. KWIC PlatformProvisioning of the Nekhop Platform. Subject to Customer’s compliance with the terms and conditions of this Agreement, Nekhop will make the Nekhop 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 Nekhop 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
Nekhop reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.
Nekhop reserves the right to change our monthly/annually fees upon 30 days notice. Fee change will be notified per email to all our subscribers and will be reflected on the pricing page at kwic/pricing.
Nekhop reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications.
During the Term, Customer hereby grants to Nekhop 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 Nekhop by Customer as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Nekhop Solution, including listing the Customer and the Customer Application on the Nekhop Website; and only in accordance with Customer’s reasonable trademark usage guidelines, as updated by Customer from time to time. Customer may require Nekhop 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 therewith.
Nekhop expressly reserves all rights, title, and interest in,
and Customer will not acquire any right, title or interest in:
(i) the Nekhop Solution (or any part thereof) and any other
materials or content provided by Nekhop 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 “Nekhop Property”),
in each case. All right, title and interest in the Nekhop
Property will remain with Nekhop (or Nekhop’s third party
suppliers, as applicable). Customer may not copy, modify, adapt,
reproduce, distribute, reverse engineer, decompile, or
disassemble any aspect of the Service which Nekhop or its
suppliers own. Customer agrees not to resell, duplicate,
reproduce or exploit any part of the Service without the express
written permission of Nekhop. For greater certainty, the Nekhop
Property is licensed and not “sold” to Customer.
Nekhop claims no intellectual property rights over the Content you upload or provide to the Service.
Customer acknowledges and agrees that Nekhop 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 Nekhop 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 terms.
Customer Accounts. Upon Customer’s request,
Nekhop 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 Nekhop Platform (each,
an “Administrative User”). Customer will ensure that
Administrative Users only use the Nekhop 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 Nekhop of any actual or suspected
unauthorized use of the Nekhop Platform. Nekhop 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.
Customers are responsible for maintaining the privacy and security of your accounts. Nekhop will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.
Use Restrictions. Customer acknowledges and agrees that it is responsible for the
activities and communications of all Administrative Users and
Chat Participants on the Nekhop Platform, and the compliance by
all Administrative Users, Customer’s Clients and Chat
Participants with this Agreement, and any guidelines and
policies published by Nekhop from time to time.
The Customer is fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You are responsible for all Content send and activity that occurs under your account (even when Content is sent by others to your account).
Nekhop may, but have no obligation to, remove Content and
Accounts containing Content that we determine in our sole
discretion are unlawful, offensive, threatening, libelous,
defamatory, pornographic, obscene or otherwise objectionable or
violates any party’s intellectual property or these Terms of
Use.
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:
– use the Nekhop Platform to send, upload, collect,
transmit, store, use, disclose or process, or ask Nekhop to
obtain from third parties or perform any of the above with
respect to, any Customer
Data:
that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
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;
that is false, intentionally misleading, or impersonates any
other person; 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; that is
harmful to minors in any way or targeted at persons under the
age of 16; 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 that encourages any
conduct that may violate, any applicable laws or would give rise
to civil or criminal liability;
– disable, overly burden, impair, or otherwise interfere
with servers or networks connected to the Nekhop Platform (e.g.,
a denial of service attack);
– attempt to gain unauthorized access to the Nekhop
Platform;
– use any data mining, robots, or similar data gathering
or extraction methods, or copy, Modify, reverse engineer,
reverse assemble, disassemble, or decompile the Nekhop Solution
or any part thereof or otherwise attempt to discover any source
code, except as expressly provided for in this Agreement;
– use the Nekhop Solution for the purpose of building a
similar or competitive product or service;
or
– use the Nekhop Solution other than as permitted by this
Agreement;
– All Fees shall be in Indian rupees;
– The Fees start immediately after you make the payment.
The onboarding verification time is counted towards the
subscription.
– One-time onboarding fee for WhatsApp Green Checkmark
Verification is non-refundable. WhatsApp holds absolute
discretion whether to grant Green Checkmark, that they verify
Customer as an authentic, notable brand that owns the WhatsApp
account.
https://developers.facebook.com/docs/whatsapp/guides/display-name/
– Nekhop shall charge and invoice the Customer applicable
Fees in accordance with our pricing schedule, in advance, by
credit card, on the Effective Date and on every anniversary
thereafter. Subscription Fees is charged on a pre-pay basis. and
usage Fees is charged on a post-pay basis at the end of each
month, and will cover the use of that variable messages fees for
the previous month. All monthly & usage payments are non
refundable.
– The customer is responsible for all charges incurred
(for example – international remittance, bank transfer, and
handling fees), and kwic shall receive the total amount stated
in the invoice.
– There will be no refunds or credits for partial months
of service, upgrade/downgrade refunds, or refunds for months
unused with an open account. In order to treat everyone equally,
no exceptions will be made.
– 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.
– Disputed Invoices or Charges.If Customer in good faith disputes any portion of a Nekhop invoice or charge, Customer may provide a dispute notice to Nekhop 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.
– 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 entitle Nekhop to suspend, in whole or in part, access to Services, until such payment is received. Additionally, Nekhop shall assess and Customer shall pay a charge, compounded monthly, of the lesser of (a) 1.4% per month (17.80% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed). Furthermore, upon any such failure all outstanding amounts shall become due and payable without further delay.
– Any invoice overdue for more than 30 days will result in
account suspension. The customer’s account will only be
activated after all overdue invoices are fully settled.
– Any cancellation of your Account will result in the
deactivation or deletion of your Account or your access to your
Account, and the forfeiture and relinquishment of all Content in
your Account. This information cannot be recovered from Nekhop
once your account is cancelled.
– 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 Nekhop from same, other than taxes based on the net income or profits of Nekhop.
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:$300USD
AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Nekhop IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $300USD, 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 Nekhop’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL Nekhop 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.
Nekhop makes no warranties regarding (i) your ability to use the Service, (ii) your satisfaction with the Service, (iii) that the Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected. Nekhop and its affiliates are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the Service. Your sole remedy for dissatisfaction with the Service is to stop using the Service.
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 Nekhop website at 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 Nekhop Website.
. Either Party may elect to terminate this Agreement and your subscription to Nekhop 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, unless this Agreement and your subscription is so terminated, your subscription will renew for a Term equivalent in length to the then expiring Term.
Customer is responsible for properly cancelling your Account. An email request to cancel your Account shall result in cancellation. Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Nekhop once your account is cancelled. After terminating a customer account, there will be a 90-day grace period where the customer can reactivate the account. After 90 days, the account deletion process will begin, and the customer will have to purchase a new account and cannot retrieve any of their existing kwic account information. Please be aware of that. You can cancel at any time, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month which you discontinued service. You will not be charged again.
Nekhop will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Nekhop shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
Nekhop reserves the right to suspend Services if the Customer
fails to timely pay any undisputed amounts due to Nekhop under
this Agreement, but only after Nekhop notifies Customer of such
failure and such failure continues for thirty (30) calendar days
after such notification. Suspension of Services shall not
release Customer of its payment obligations under this
Agreement. Customer agrees that Nekhop shall not be liable to
Customer or to any third party for any liabilities, claims or
expenses arising from or relating to suspension of the Services
resulting from Customer’s non-payment, unless Nekhop suspends
the Services without giving Customer 30 calendar-days written
notice to rectify its failure to pay.
Termination will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Nekhop once your account is terminated. Please be aware of that.
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 Nekhop effects such termination, in addition to other amounts you may owe Nekhop, 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 Nekhop, provided that you provide advance notice of such breach to Nekhop and afford Nekhop not less than thirty (30) days to reasonably cure such breach.
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, Nekhop 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 Nekhop in accordance with this section, you will pay any unpaid fees covering the remainder of the Term. Inno event will termination relieve you of your obligation to pay any fees payable to Nekhop for the period prior to the effective date of termination.
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