If you do not agree to the terms and conditions herein, please do not use Nice.Chat.
1. Key definitions
1.1. Account - the central means of access to non-public parts of Nice.Chat and for using the Services, which includes you personal profile and is used to identify you as well as to provide you with a set of administrative tools. Accounts created on behalf of eCommerce website owners are called “Website Owner Accounts”. Accounts created from inviting new sales agents by Website Owner Account called “Agent Accounts”.
1.2. Agent - a natural person who uses Nice.Chat and the Services in the name of website he registered from. A website owner is an Agent too.
1.3. Agent backend - the Nice.Chat site area that is specific to each website. It allows website Owner and his/her Agents to converse with his customers and sell their products or services.
1.4. Agreement - the legally binding contract between you and the Provider for using Nice.Chat and any Services, into which the General Terms have been incorporated by reference, including or otherwise.
1.5. Customer - a customer/visitor of website registered at Nice.Chat who purchases the products or services after conversing with the Agents of this website.
1.6. Nice.Chat – an integrated software solution for online chat selling abilities of eCommerce platforms, consultations, and qualifications of the clients of Internet shops. Nice.Chat includes the Nice.Chat site at nice.chat, its sub domains and domains with identical names under other top domains, as well as all web documents (including images, js and html files), software, hardware, databases, interfaces, connected media, documentation, applications, updates, version upgrades, and other related components or materials that make up or contribute to the features and functionality of Nice.Chat, including any data, documents and other materials added by the Provider.
1.7. party or parties – you or the Provider individually may also be called a “party” and both you and the Provider jointly may also be called “parties”.
1.8. Personal Data – information that specifically identifies a natural person, e.g. name, email address, mailing address, mobile phone number, and credit card or other billing information.
1.9. Provider or we – World Tech OÜ, a limited liability company established in Estonia that owns and operates Nice.Chat and offers Services.
1.10. Services – any services provided or made available by the Provider via Nice.Chat or relating thereto;
1.11. Special Terms – any conditions which you and the Provider have negotiated separately at least in a format which can be reproduced in writing (e.g. e-mail, Skype etc) in order to complement, specify or deviate from the General Terms.
1.12. User Content – any data, chats and other materials added to the Nice.Chat by you, including your Personal Data.
1.13. website – a property within Nice.Chat database that is connected to website Owner account and allow to install Widget to Owners website in the Internet, converse with Customers and sell the products and services to them.
1.14. Widget – web application which allows the customers of website converse with website Owner and his/her agent and purchase their products or services.
1.15. you – eCommerce website Owner, Sales agent, Partner and/or other type of user of the Nice.Chat and/or the Services, as the context may require.
2. Object of the Agreement
2.1. The Provider’s mission is to provide a seamless application experience for website Owners and Agents, on the one hand, and increase the efficiency of website sales, on the other hand, in order to facilitate business growth for the aforementioned website Owners.
2.2. In order to fulfill that mission, the Provider has developed Nice.Chat, which enables a variety of high-quality Services for the eCommerce sector. The Provider makes the Nice.Chat and the relating Services available to you under the terms and conditions provided in the Agreement.
3. Terms of the Agreement
3.1. Nice.Chat and the Services are offered to you subject to your acceptance of the General Terms without modification (other than Special Terms). When accepted by you, the General Terms form an Agreement between you and the Provider. If you are entering into the General Terms on behalf of an entity, such as a website, you represent that you have the legal authority to bind that entity.
3.2. Acceptance of the General Terms occurs upon either (a) the start of using of the public parts of the Nice.Chat and Services, or (b) accessing the non-public parts of Nice.Chat and the Services by means of an Account, or (c) specific confirmation of your acceptance of the General Terms, whichever of those events occurs first.
3.3. If you are a website Owner, then you may additionally need to negotiate with the Provider a set of Special Terms in order to agree upon the set-up and configuration of the Nice.Chat, pricing and payment conditions as well as any other specifics of using the Nice.Chat and Services. Such Special Terms are considered an inseparable part of the Agreement.
3.4. Both the General Terms and the Special Terms form the conditions of an Agreement between you and the Provider. In case of conflicts between the Special Terms and the General Terms, the Special Terms shall prevail.
4.1. In order to use the full content, features and functionality of the public and non-public parts of Nice.Chat and Services, you need to create an Account. Each Account is personalized to a specific individual and may not shared between multiple users. An Account is valid until the termination of the Agreement.
4.2. The access rights related to your Account will be determined based on which parts of the Nice.Chat and Services you wish to use. You might need to make a payment as a website Owner according to the applicable price list and number of the Agents account number of the website before getting access to the respective parts of the Nice.Chat or Services.
4.3. You must properly safeguard the credentials (email address, password, security questions etc) to your Account and cover any damages that may be incurred due to the unauthorized disclosure, use and distribution of said credentials. If you are a website Owner, then you have the same responsibility for all of your Agent Accounts.
4.4. If you are a website Owner, then the number and configuration of Agent Accounts may be agreed in Special Terms if there are conditions which does not correspond existing payment plans. As a website Owner, you are responsible for the administration of the website and Agent Accounts at your own responsibility and discretion.
4.5. You must immediately notify the Provider of (a) any abuse of your Account; (b) the loss of the credentials to your Account (username, password, email address, security questions etc); and (c) the unauthorized disclosure, use and distribution of said credentials by or to third parties.
5.1. Nice.Chat and Services, as well as any of its content, features and functionality, and any parts and elements thereof are or may be protected by copyright, trademark, design, patent, trade secret and other intellectual property or other proprietary rights (“IPR”) under applicable laws. All IPR and any other rights, title and interest in and to the Nice.Chat and the Services are owned by the Provider, its employees, its contractual partners and/or third parties. Your use of the Nice.Chat and the Services does not grant you any IPR or any other rights, title or interest therein or related thereto, except as expressly agreed otherwise in the Agreement.
5.2. You may use Nice.Chat and the Services only for the purposes of which they were created and to the extent they were legally made available to you. Upon prior consent from the Provider, you may get access to the Provider’s non-public application programming interface (“API”) to make Nice.Chat interoperable with your systems or those of third parties’ in order to facilitate the processing of User Content.
5.3. You may not copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of, reverse engineer, rent, sell for a fee or license to third parties or otherwise exploit the Nice.Chat or any parts or elements thereof, nor use the IPR or any other rights, title and interest therein and thereto, except as expressly agreed otherwise in the Agreement.
5.4. Any breach of this section “Ownership and use of Nice.Chat and Services” is considered a material breach of the Agreement.
6. Ownership and use of user content
6.1. User Content and any parts and elements thereof are or may be protected by IPR under applicable laws. You retain all IPR and any other rights, title and interest in and to your User Content. The Provider and other users may not use your User Content for any purposes other than those expressly agreed in the Agreement.
6.2. By submitting your User Content to Provider through the Nice.Chat or the Services, you grant the Provider a worldwide, non-exclusive, free of charge, sub-licensable, and transferable license to copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of and otherwise use your User Content for the following limited purposes:
6.2.1. to perform its rights and obligations under the Agreement, i.e. first and foremost provide you with the Nice.Chat and the Services (e.g. hosting User Content, offering customer support, conducting maintenance of the Nice.Chat, researching or diagnosing technical issues with the Nice.Chat, provisioning hardware resources etc). This license is valid until your User Content and its back-ups have been removed from the Nice.Chat;
6.2.2. to generate anonymous statistics concerning the use of the Nice.Chat and the Services and analyzing and sharing such statistics for business development, marketing and promotional purposes in any media formats and through any web sites, social media networks or media channels now known or hereafter discovered or developed. Such anonymous statistics will only be shared when generalized on a state-level. This license is valid until the end of the term of protection of the relevant IPRs in and to your User Content, even if you remove your User Content from the Nice.Chat after generating such statistics.
6.3. You (and your website, as the case may be) are solely responsible for making sure that:
6.3.1. you own all IPR and any other rights, title and interest in your User Content or have obtained the respective permissions and authorizations from the respective third party owners before submitting it to Provider through the Nice.Chat or the Services for the purposes described in the Agreement;
6.3.2. your User Content is in compliance with all applicable laws and regulations, e.g. it is not offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful;
6.3.3. your User Content does not require obtaining a license from or paying any fees and/or royalties by the Provider to any third party for the performance of any Services you have chosen to be performed by the Provider or for the exercise of any rights granted in the Agreement, except as expressly agreed otherwise in the Agreement;
6.3.4. your User Content is not harmful (for example viruses, worms and other destructive codes) and does not contain any programs that overload or interfere with the work of the Nice.Chat or distort the User Content of other users, except as expressly agreed otherwise in the Agreement.
6.4. When using the Nice.Chat and Services, you may be exposed to User Content of other users from a variety of sources. The Provider does not endorse, nor is it responsible for the accuracy, usefulness, lawfulness, or IPR and any other rights, title and interest in or relating to such User Content. You understand that the Provider cannot and does not review, pre-screen, monitor or filter all User Content.
6.5. Any breach of this section “Ownership and use of User Content” is considered a material breach of the Agreement.
7. Limitation of liability
7.1. Due to the nature of the SAAS model, the Provider cannot and does not guarantee or warrant that the Nice.Chat, any of its content, features and functionality, or the Services will be uninterrupted or error-free, that they are free of viruses of other harmful content or that any defects will be corrected, except as expressly agreed otherwise in the Agreement.
7.2. The Provider’s liability under the Agreement is limited to direct damages only. To the maximum extent permitted by applicable laws and regulations, the Provider is not liable to you for the loss of profit, pure economic damage, or non-patrimonial damage, as well as any other indirect, special, consequential, warning, or punishing damages, except as expressly agreed otherwise in the Agreement.
7.3. For avoidance of doubt, the Provider is not liable for the damage and other consequences that have arisen due to the following reasons:
7.3.1. your non-abidance of the Technical Specifications;
7.3.2. disputes arising between you and other users or third parties via the Nice.Chat;
7.3.3. transactions between you and other users or third parties via the Nice.Chat;
7.3.4. your submitting, processing, use and publication of User Content (including Personal Data) on the Nice.Chat in breach of the Agreement or in violation of the applicable laws and regulations;
7.3.5. administration of your Accounts by you or your website, including any breach of the Agreement or violation of applicable laws and regulations by means of your Account, regardless of whether the violator is authorized to use your Account or not;
7.3.6. changes in the applicable laws and regulations and changes in their interpretation, the resulting impacts on your (or your website’s, as the case may be) activities and the activities of the Provider, as well as the reflection of the respective changes and impacts in the Nice.Chat, Services or the General Terms;
7.3.7. delays, interruptions, or failures in the use of the Nice.Chat or Services due to planned maintenance works that the Provider has duly notified you of in advance;
7.3.8. processing of User Content (including Personal Data) by third parties to whom Nice.Chat has transmitted it with your consent;
7.3.9. use, failures and shortcomings of third party web sites that are linked from the Nice.Chat web site or that link to the Nice.Chat web site;
7.3.10. when Provider takes active measures to end the violation of applicable laws or regulations or remove its consequences, if such violation was performed using the Nice.Chat or Services or is still on-going and the Provider became aware of it;
7.3.11. the Provider’s use of legal remedies under the Agreement or applicable laws and regulations, even if it results in loss, damage or harm to you or other users;
7.3.12. unauthorized disclosure, use, distribution or loss of your Account credentials (username, password, email address, security questions etc), which was caused by you;
7.3.13. failures and shortcomings in your devices or systems or those of third parties, which influence the functioning and/or availability of the Nice.Chat or Services.
8. Force majeure
8.1. A failure or non-performance under the Agreement is excused only if the party in breach proves that the breach occurred due to an impediment beyond its control and that it could not have been reasonably expected to take the impediment into account at the time of conclusion of the Agreement or to have avoided or overcome it or its consequences (“Force Majeure”). Among other things, Force Majeure shall include fire, war and other activities of military nature, terrorist acts, strike, disorder and mass demonstrations, flooding, interruptions in the Internet connection or another event or circumstance that corresponds to the listed characteristics and hinders a party in the appropriate performance of its contractual obligations or makes it impossible. Force Majeure does not encompass events that are caused by the negligence or intentional activity of a party.
8.2. A party referring to the circumstances of Force Majeure shall be obligated to notify the other party of it as soon as possible after the initial emergence of the circumstances of Force Majeure. The breach of the Agreement shall not be excused if the notification obligation is ignored.
8.3. If the effect of the Force Majeure is temporary, the breach is excused only for the period during which the Force Majeure impeded the performance of the obligation. In this case, the term of performance will be considered extended for a period of time equivalent to the time lost because of such delay plus a reasonable period of time to allow the parties to recommence performance of their respective obligations hereunder.
9. Legal remedies of the provider
9.1. If you breach the Agreement or violate the applicable laws and regulations, the Provider shall have the right to:
9.1.1. request you to eliminate the breach or violation and require that your conduct (or your User Content, as the case may be) be brought into conformity with the Agreement or the applicable laws and regulations. If you do not comply with such request within a period of 30 (thirty) calendar days as of its receipt, then your breach or violation is considered a material breach of the Agreement;
9.1.2. eliminate the breach or violation on its own initiative;
9.1.3. temporarily restrict your access to the Nice.Chat or Services.
9.2. If you repeatedly breach the Agreement or violate the applicable laws and regulations, such breach shall be considered a material breach of the Agreement.
10. Modification of the terms
10.1. The Provider reserves the right to modify, add to or remove portions from the General Terms at its sole discretion due to the following reasons: (a) changes in applicable laws and regulations and changes in their interpretation; (b) material changes in the Nice.Chat or Services, including introduction of new Services; (c) material changes in the structure, work procedures or ownership of the Provider; (d) occurrence of Force Majeure; (e) constant complaints from users; (f) technological developments and emergence of new technologies that enable the enhancement, further security and other improvement of the Nice.Chat and provision of Services; (g) enforcement of court decisions or administrative acts; (h) other unforeseen circumstances under which amendment of the Agreement is reasonably justified or that could not have been considered by the Provider upon conclusion of the Agreement.
10.2. The Provider shall notify you of any changes in the General Terms 2 (two) months before the effective date of such change. If you do not accept the change, you should notify the Provider thereof before the end of the 2 (two) months’ period, and your Agreement will terminate thereafter. Your continued use of Nice.Chat and the Services, or any part or element thereof, after the end of the 2 (two) months’ period constitutes your binding acceptance of such changes.
11. Termination of the Agreements
11.1. Unless expressly agreed otherwise in the Agreement, you may terminate the Agreement: (a) any time without cause; (b) immediately upon material breach of the Agreement by the Provider.
11.2. Unless expressly agreed otherwise in the Agreement, the Provider may terminate the Agreement: (a) upon decision to permanently close the Nice.Chat and end the provision of the Services, by notifying you thereof at least 12 (twelve) months in advance; (b) immediately upon your material breach of the Agreement.
11.3. Upon termination of the Agreement:
11.3.1. you must pay any amounts owed to the Provider under the Agreement and stop using and prevent the further usage of the Nice.Chat and the Services by your Members.
11.3.2. the Provider will permanently delete your Account, including any User Content therein or related thereto within 30 (thirty) calendar days as of the moment the Agreement became ineffective. Before such deletion, you may request a copy of all your User Content stored on the Nice.Chat without incurring any additional fees. Personal Data is deleted after the Agreement is terminated.
12.1. Relationship of the parties. The parties will act solely as independent contractors. The Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the parties, and the Institution shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.
12.2. Assignment. No party may, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer the Agreement or delegate any of its rights and/or obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, the Provider, or its permitted successive assignees or transferees, may assign or transfer the Agreement or delegate any rights or obligations hereunder without consent: (a) to any entity controlled by, or under common control with the Provider, or its permitted successive assignees or transferees; or (b) in connection with a merger, reorganization, transfer, sale of assets or product lines related to the object of the Agreement, or change of control or ownership of the Provider, or its permitted successive assignees or transferees.
12.3. Notifications. Any contractual communication, including but not limited to termination, amendments or other claims must be directed as follows: (a) to you – to the contacts provided on your Account; (b) to the Provider – to the contacts provided in the Nice.Chat web site. A notice shall be deemed received by the other party upon delivery in person, upon receipt, once 7 (seven) working days have passed since delivery by mail, or once 1 (one) working day has passed since delivery by e-mail, unless a failure of delivery notice has been received. Either party will immediately notify the other party of any relevant changes in their contact details.
12.4. Governing law. Unless expressly agreed otherwise in the Special Terms, the Agreement is governed by and construed in accordance with the laws of the Republic of Estonia, without regard to the conflicts of law provisions therein.
12.5. Settlement of disputes. Unless expressly agreed otherwise in the Special Terms, any disputes arising from and in relation to the Agreement, if not settled between the parties amicably, shall be settled in the Viru County Court in the Republic of Estonia.
12.6. Survival. Any provisions that by their nature survive the termination of the Agreement (e.g. “Confidential Information”, “Ownership and use of Nice.Chat and Services”, “Limitation of liability” etc) or are necessary to interpret the rights and obligations of the parties under the Agreement shall survive the termination of the Agreement, irrespective of the reason thereof.
12.7. Severability. If any provision of the Agreement is held null and void, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of the Agreement. In such a case, the void provision shall be replaced by a valid provision as economically and legally similar to the replaced provision as possible.
12.8. Language. The Agreement is concluded in the English language. In case the Agreement is translated into other languages and there are discrepancies between the English version and a translation, the English text shall prevail.