Dikemaskini: Jul 02, 2024 (Versi Terdahulu)

Terma Perkhidmatan

About SleekFlow

The services provided by SLEEKFLOW TECHNOLOGIES LIMITED and/or its subsidiaries and affiliates (“SleekFlow” or “our”) consist of an omnichannel messaging platform that allows our customers to store, manipulate, analyse and transfer messages between their business systems and their customers, as well as other services and tools offered by us from time to time which our customers have selected (and which may be subject to supplemental terms) (the “Services”). A “Customer” is an entity or individual with whom SleekFlow has an agreement to provide the Services.

SLEEKFLOW TECHNOLOGIES LIMITED is the contracting entity providing the Customer with the Services, unless otherwise specified in a service agreement.

About the Terms

This Terms of Service (this “Agreement”) is an agreement between the Customer and SleekFlow (each as a “Party” and collectively as the “Parties”), and is entered by the Parties on the date that Customer signs up for a SleekFlow account (the “SleekFlow Account”) through the SleekFlow Website (as defined hereunder) or the date of the service agreement. entered by the Parties (the “Effective Date”).

If the Customer registers for a SleekFlow Account or enters into a service agreement with SleekFlow, the Customer acknowledges its understanding of the terms of this Agreement and represents and warrants to SleekFlow that the Customer has the necessary capacity to enter this Agreement or the person entering this Agreement has the necessary capacity and authority to enter this Agreement on behalf of the Customer.

By using any element of the SleekFlow Solution (including the SleekFlow Website), the Customer acknowledges that the 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 3). If the Customer does not accept and does not agree to be bound by this Agreement, the Customer must immediately cease any further use of the SleekFlow Solution, including use of any part thereof.

1. Definitions

“Chat Participant” means an individual who communicates with a Business (a “User”) or on behalf of a Business (an “Agent”) through the SleekFlow Platform.
“Confidential Information” means all and any kind of information, documents, or materials whether oral or written made by or provided by a Party to the other Party in the course of normal business between the Parties, which are not publicly available. Confidential Information also includes collectively, without limitation the following: -
1. Marketing and Development Information – any information or plans f a Party about marketing agenda or business developments which may involve costing, policies, quotes, forecasts, and strategies;
2. Business Operations Information – any information about the business operations of a Party, including the number of personnel, financial activities, information on vendors, providers, customers, clients and partners that are not openly declared by the Party to the public;
3. Product Information – all specifications for products produced by a Party as well as the products resulting from or related to work or projects performed or to be performed by or for the Party or for its clients, or information about the product during research and development;
4. Service Information – any information relating to services provided by a Party, including without limitation, information on manpower scheduling, training, maintenance;
5. Intellectual Property – all information about the Intellectual Property Rights of a Party;
6. Technology – all technical, scientific information and/or materials produced by a Party and which has not been publicly used, including the use of any machine, appliance, or components, including the documented scientific process;
7. Accounting Information – all financial reports, worksheets, balance sheets, undisclosed assets and liabilities, inventories, payroll, and any other information that may relate to the financial activity of a Party;
8. any and all information disclosed by a Party to another Party or otherwise coming into the possession of a Party during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential.
“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.
“Customer’s Client” means any clients of the Customer.
“Customer Data” means any data, information, content, records, and files that Customer (or any of its 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.
“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).
“Discloser” means a Party disclosing Confidential Information.
“Hong Kong” means the Hong Kong Special Administrative Region of the People's Republic of China.
“Headless API” means the system provided by SleekFlow to the Customer that allows contents to be managed and delivered to various platforms (such as websites and mobile apps) without being tied to a specific frontend and enabling the Customer to build and present content in the way it chooses, independently of the backend system.
“Integrated Product” means any of the following: (i) Customer Application, (ii) Custom-Integrated Business Applications, and (iii) Pre-Integrated Third-Party Business Applications.
“Messaging Channels” means either (i) SMS that is integrated with the SleekFlow Solution, or (iii) a Third Party Messaging Platform that is integrated with the SleekFlow Solution.
“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.
“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”)
“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.
“Recipient” means a Party receiving Confidential Information.
“Reseller” means an individual, company, or entity which is authorised by SleekFlow to resell the Services.
“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. SleekFlow API shall include Headless API.
“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.
“SleekFlow Property” is as defined in section 5.
“SleekFlow Solution” means: (i) the SleekFlow Platform; (ii) the SleekFlow API; (iii) any Modifications to the preceding.
“SleekFlow Website” means any websites used by SleekFlow to provide the Services, including the website located at https://sleekflow.io.
“Term” as defined in section 15.
“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 WhatsApp, Facebook Messenger, WeChat, LINE and other platforms that SleekFlow may support now and in the future.
“User” means an individual who is an employee or contractor of the Customer which has been authorised by the Customer to have access to and use the SleekFlow Platform.

2. SleekFlow Platform

Provision 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 the Customer on the terms and conditions set out in this Agreement, provided that the Customer: (i) 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 necessary steps 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 but not limited to acquiring the necessary approvals and API keys (whether directly or via the Customer’s Clients) to access these Messaging Channels as a business.

3. Modifications to the Services and Fees

SleekFlow reserves the right to change the fees, features, plans and/or contents of the Services (as set out on SleekFlow’s pricing page https://sleekflow.io/pricing) and to institute new charges at any time, upon notice to you, which may be sent by email and/or posted on the SleekFlow Website.
Any new features to the current Services, including the release of new tools, resources and functions, shall be subject to this Agreement.
The Customer understands and agrees that 1) the fees, features, plans and contents of the Services as set out on SleekFlow’s pricing page (https://sleekflow.io/pricing) are based on the latest version of the SleekFlow Platform, and such fees, features, plans and/or contents of the Services may be updated and/or changed from time to time; 2) the Customer may not be able to use the new and latest functions (or some of which) of the SleekFlow Platform if it uses a legacy version of the SleekFlow Platform; and 3) the Customer may not be able to subscribe to the add-ons (or some of which) which were previously available for subscription after the fees, features, plans and/or contents of the Services have been updated.

4. License to SleekFlow API

License to SleekFlow API. Subject to the Customer’s compliance with the terms and conditions of this Agreement, SleekFlow grants to the 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 the 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.

5. Trademark License

During the Term, Customer hereby grants to SleekFlow a worldwide, non-exclusive, non-transferable, non-sub-licensable (other than to affiliates) and royalty-free license to use the Customer’s trademarks and logos made available to SleekFlow by the 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 the Customer’s reasonable trademark usage guidelines, as updated by the Customer from time to time. The Customer may require SleekFlow to cease using the Customer’s trademarks and logos if, in the reasonable opinion of the Customer, the continued display of the Customer’s trademarks and logos would cause a materially adverse effect on the Customer’s image and the goodwill associated with it.
During the Term, SleekFlow grants to Customer a limited, non-exclusive, non-transferable, non-sub-licensable (other than affiliates) and royalty-free license to use SleekFlow’s trademarks and logos made available to the 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 the 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.

6. Reservation of Rights

SleekFlow expressly reserves all rights, title, and interest in, and the 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 referred to as, the “SleekFlow Property”), in each case, subject to the license rights expressly granted under sSections 4 and2, 53. 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 the Customer.

7. SleekFlow’s Right to Use Customer Data

Customer acknowledges and agrees that SleekFlow may collect, process, store, use, reproduce, modify, and transfer to its subcontractors, Customer Data (including but not limited to Personal Data) solely in connection with delivering the Services under this Agreement. The Customer further acknowledges and agrees that SleekFlow may collect, process, store, use, reproduce, modify, and transfer data that is not related to an identified or identifiable natural person (including aggregated or de-identified data) for SleekFlow's internal business purposes, including but not limited to purposes such as analytics, quality assurance, product and service improvement, and new product and service development. The Customer agrees to cause any User, Customer’s Client, and Chat Participant to agree to the same terms as set out in this section 7.

8. Privacy

The Customer understands that Personal Data, including Personal Data of Users, Customer’s Clients and Chat Participants, will be treated in accordance with SleekFlow’s privacy policy which may be updated from time to time (with or without notice) and located at https://sleekflow.io/privacy (the “Privacy Policy”). The Privacy Policy is hereby incorporated by reference and forms part of this Agreement.

9. Account and Use Restrictions

Accounts. The Customer will ensure that its Users shall only use the SleekFlow Platform through the Customer's SleekFlow Account and the Users' respective accounts created under the Customer's SleekFlow Account (the "User Accounts"). The Customer will not share the SleekFlow Account with any other person and will not allow the Users to share the SleekFlow Account and the User Accoints with any other person. The 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's SleekFlow Account or Administrator Accounts if it determines that the Customer Account or the User Account, may have been used for an unauthorized purpose.
Acceptable Use. SleekFlow Platform and the Services may only be used within the scope of what they are provided for, under the terms of this Agreement and applicable law. The Customer is solely responsible for making sure that its use of SleekFlow Platform and/or the Services violates no applicable law, regulations or third-party rights. Therefore, SleekFlow reserves the right to take any appropriate measure to protect its legitimate interests including by denying the Customer’s access to SleekFlow Platform or the Services, terminating contracts, reporting any misconduct performed through SleekFlow Platform or the Services to the competent authorities, such as judicial or administrative authorities - whenever the Customer engages or is suspected to engage in any of the following activities:
1. violate laws, regulations and/or the terms of this Agreement;
2. infringe any third-party rights;
3. considerably impair the SleekFlow’s legitimate interests; and/or
4. offend SleekFlow or any third party.
Use Restrictions. Customer acknowledges and agrees that it is responsible for (i) the activities and communications of all Users and Chat Participants on the SleekFlow Platform; and (ii) the compliance by all Users, the 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, the Customer will not, and will not permit any other person (including any Users, the Customer’s Clients or Chat Participants) to:

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:

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 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 SleekFlow Platform (e.g., a denial of service attack); attempt to gain unauthorised access to the SleekFlow Platform;

use any data mining, robots, or similar data gathering or extraction methods
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;
use the SleekFlow Solution to conduct any fraudulent activities and/or transactions;
use the SleekFlow Solution for the purpose of building a similar or competitive product or service; or
use the SleekFlow Solution other than as permitted by this Agreement.;

Geographical Restrictions.
1. The Customer consents and agrees to SleekFlow’s collection, processing and analysis of (i) the Customer’s location; (ii) communication patterns; (iii) the locations of the Customer’s Clients; and (iv) all other geographical-related information deemed relevant in SleekFlow’s sole opinion (collectively referred to as the “Geographical-related Factors”). SleekFlow reserves the rights to determine and immediately change the pricing applicable to the Customer based on SleekFlow’s assessment on the Geographical-related Factors.
2. The Services and certain contents thereof may only be available in certain countries or regions. The Customer agrees not to misrepresent itself as a resident or entity of a particular country or region and submit any false, inaccurate or misleading information to SleekFlow. The Customer also agrees not to attempt to circumvent any restrictions on accessing or using the Services or the contents thereof.
Suspension and Deletion of SleekFlow Account. SleekFlow reserves the right, at its sole discretion, to suspend or delete at any time and without notice, the Customer’s SleekFlow Account and/or limit the Customer’s access to certain feature(s) of the SleekFlow Platform if SleekFlow considers that the Customer’s use of the Services is inappropriate, offensive or in violation of the terms of this Agreement (including but not limited to suspected or actual unauthorized use of the Services and/or fraudulent activities on the SleekFlow Platform). The suspension or deletion of the Customer’s SleekFlow Account and/or limitation on the Customer’s access to certain feature(s) of the SleekFlow Platform shall not entitle the Customer to any claims for compensation, damages or reimbursement. The suspension or deletion of the SleekFlow Account and/or limitation on the Customer’s access to certain feature(s) of the SleekFlow Platform due to causes attributable to the Customer does not exempt the Customer from paying any applicable Fees to SleekFlow.

10. The Customer’s Use of Artificial Intelligence (AI) Services and Features on SleekFlow Platform

This section 10 applies when the Customer uses SleekFlow Platform’s AI services and features (the “AI Features”).

Generated Content. The Customer may use the AI Features to submit inputs and receive generated outputs. When the Customer uses the AI Features, the inputs and outputs are the Customer’s Data. The Customer is responsible for the Customer’s Data and will not use the AI Features in a way that infringes, violates, or misappropriates any of our rights or the rights of any third party. The Customer acknowledges that due to the nature of machine learning and the technology powering AI, outputs may not be unique and SleekFlow Platform may generate the same or similar output for third parties.
Usage Limits. Depending on the Customer’s subscription plan, the Customer may not have access to the AI Features or may have a limit on its use of the AI Features. The Customer acknowledges and agrees that if the Customer exceeds the usage limit allotted by its subscription plan: (i) the Customer may be required to purchase additional usage to continue accessing and using the AI Features and (ii) SleekFlow may suspend or degrade performance of the AI Features.
Usage Restrictions. The Customer may not use the AI Features:-
1. to develop, create or support any software as a service product (including the foundation or models of which) that compete with SleekFlow;
2. to mislead any third party that any output from the AI Features was solely human generated; and
3. in a manner that violates these terms, SleekFlow’s documentation, usage guidelines, or SleekFlow’s Acceptable Use Policy
Consent to Data Sharing. The Customer acknowledges and agrees that in order to use the AI Features, SleekFlow will need to disclose specific data, including but not limited to the Customer’s Data and usage data, toh a third-party AI service provider whose services are integrated with the SleekFlow Platform.
The Customer’s Acknowledgment. When the Customer uses the AI Features, the Customer understands and agrees that:
1. the output of the AI Features may not always be accurate and SleekFlow shall not be liable for such output of the AI Features in any event. The Customer should not rely on the output of the AI Features as a sole source of truth or factual information, or as a substitute for professional advice;
2. the Customer must evaluate the output of the AI Features for accuracy and appropriateness for the Customer’s use case, including using human review as appropriate, before using or sharing such output of the AI Features;
3. the Customer must not use any output of the AI Features relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them; and
4. The AI Features may provide incomplete, incorrect, or offensive output that does not represent SleekFlow’s views or positions. If output references any third party products or services, it does not mean such third party endorses or is affiliated with SleekFlow.

11. Fees and Payment

Fees. The Customer will pay to SleekFlow the applicable fees described on the SleekFlow Website or the relevant service agreement (the “Fees”) during the Term in accordance with the payment terms set out herein.
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 the Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through SleekFlow, in which the Customer shall have the right to accept such charges or decline them and not use the associated channel. The fees set by the Third-Party Messaging Platforms are determined solely by the Third-Party Messaging Platforms and are subject to change at their discretion. SleekFlow has no control over the fee change(s) determined by the Third-Party Messaging Platforms and cannot be held responsible for any fee adjustments made by the Third-Party Messaging Platforms In the event a Third Party Messaging Platform 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 the Customer for this additional service and the Customer shall have the right to accept such charges or decline them and not use the associated channel.
Payment Terms:

The Customer sall pay the applicable Fees, in advance, by credit card or bank transfer, on the Effective Date and on every monthly or yearly anniversary thereafter or as specified on the relevant service agreement. The Customer acknowledges and agrees that access to the Services shall only be granted upon receipt of full payment for the subscribed Services. Failure to make timely payments may result in suspension or termination of access to the Services until all outstanding payments are settled.
The Customer agrees that it shall be solely responsible for all currency exchange charges and payment gateway transaction fees in relation to the payments and/or topping up for WhatsApp credits. If the fee payable by the Customer under an invoice issued by SleekFlow is less than US$5,000 and if the Customer chooses to settle such fee by bank transfer, SleekFlow shall charge the Customer an additional fee which is equivalent to 3% of the fee as stated on the invoice.
By making any payment to SleekFlow (regardless of whether through any third parties or not), the Customer represents and warrants to, and covenants, with SleekFlow that (1) all information and details provided in relation to such payment(s) are accurate and truthful; (2) the Customer is the legal owner of the relevant payment card and has the legal right to use such payment card.
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 the Customer in good faith disputes any portion of a SleekFlow invoice or charge, the 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. SleekFlow has the sole discretion to decide whether the dispute notice submitted by the Customer is valid. Disruption of the Services, rejection of account opening and/or account verification application(s) by the Third-Party Messaging Platforms shall not be a valid ground for disputing SleekFlow’s invoice and/or charge If the Customer does not report or does not provide such substantiating documentation within the said period, the Customer shall be deemed to have waived its right to dispute any and all portions of that invoice. For greater certainty, the Customer shall pay all undisputed amounts of that invoice in accordance with section 11 above. If SleekFlow decides that the dispute notice submitted by the Customer is invalid, the Customer shall pay all unpaid amounts of the relevant invoice immediately after it has been notified of SleekFlow’s determination.
Late Payment. Except for bona fide disputed amounts pending SleekFlow's determination, any failure to make a payment of any Fees or taxes in strict conformity with the requirements of this section 11 entitle SleekFlow to suspend, in whole or in part, the Customer's access to the Services, until such payment is received in full. Additionally, SleekFlow shall assess and the Customer shall pay a charge, compounded monthly, of the lesser of (a) 3% per month (42.58% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed pursuant to section above and determined by SleekFlow as valid). Furthermore, upon any such failure, all outstanding amounts shall become immediately due and payable.
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 the Customer will pay, indemnify and hold harmless SleekFlow from same, other than taxes based on the net income or profits of SleekFlow.

12. Confidential Information

Exceptions to Confidentiality Obligations
1. Confidential Information does not include (i) information already known to the Recipient prior to receipt thereof or independently developed by Recipient outside the scope of this relationship by personnel not having access to any of the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.; or (iv) information which is explicitly agreed by the Discloser in writing as non-confidential 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 and not the Customer’s Confidential Information.
2. The Recipient may disclose the 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; (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; 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.
Confidentiality Covenant. The 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 on a “need to know” basis and who have entered into written confidentiality 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 any proprietary legend from any Confidential Information of the Discloser. The ecipient will be deemed to have discharged its confidentiality obligations under this Section 12 (Confidential Information) if the Recipient uses the same degree of care in safeguarding the Confidential Information of the Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.

13. Warranty; Disclaimer; Indemnity

Customer Warranty. The Customer represents and warrants to, and covenants with, SleekFlow that (1) the Customer Data will only contain Personal Data in respect of which the 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 those respect to the collection, storage, access, use, disclosure and transmission of Personal Data, by or to SleekFlow and to or from all applicable third parties (including third-party providers of any Third Party Messaging Platforms); (2) by connecting the WhatsApp or other Third Party Messaging Platforms via the SleekFlow Platform, the Customer will be in compliance with the WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms/) the terms and conditions and privacy policies of such Third Party Messaging Platforms (as the case may be)at all times when accessing and using the WhatsApp and/or such Third Party Messaging Platforms via the SleekFlow Platform; and (3) all information provided by the Customer to SleekFlow is truthful and accurate.
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 the Customers are provided on an “as is” and “as available” basis. 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 the Customer in connection with the Customer’s use of the SleekFlow Solution (or any part thereof) is accurate, or can or should be relied upon by the Customer for any purpose whatsoever.

Third Party Messaging Platforms, Customer Application, Pre-Integrated Third-Party Business Applications and Custom-Integrated Business Applications disclaimer. The Customer acknowledges that SleekFlow’s performance of its obligations under this Agreement is dependent on: (i) The 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, disruption of the Services, rejection of account opening and/or account verification application(s) by the Third-Party Messaging Platforms, and SleekFlow will have no liability in respect of any interference with the 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, disruption of the Services, rejection of account opening and/or account verification application(s) by the Third-Party Messaging Platforms, and the Customer hereby waives any and all claims against SleekFlow in connection therewith.
Reseller liability limitation. The Customer understands and agrees that SleekFlow shall not be held liable for any actions, omissions, representations, warranties, or guarantees made by the Reseller and/ or representatives appointed by the Reseller.
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 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 the Customer, any 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 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 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. The Customer will fully cooperate with SleekFlow in defence of any claim defended by the Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of SleekFlow.

14. 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:

Amount. In no event will the total aggregate liability of SleekFlow in connection with or under this Agreement exceed the fees paid by the Customer in the prior 12 -month period immediately preceding the event giving rise to the claim or US$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 of SleekFlow.
Type. To the maximum extent permitted under applicable law, in no event will SleekFlow be liable to the Customer, any User or any person 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; (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; or (vii) fraudulent transaction(s) made through SleekFlow Solution (including the website)

15. Term and Termination

Term. This Agreement will commence on the Effective Date and continue to be in effect until the Customer's subscription has been terminated in accordance with the terms of this Agreement (the “Term”). For greater certainty, if the 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 at the time of renewal.
Termination For Convenience. Either Party may terminate this Agreement and the Customers's subscription to Services:
1. if the Services subscribed by the Customer is a pro or premium monthly plan, by providing written notice to the other Party at least seven (7) days before the end of such Term;
2. if the Services subscribed by the Customer is a pro or premium yearly plan, by providing written notice to the other Party at least thirty (30) days before the end of such Term;
3. if the Services subscribed by the Customer is an enterprise monthly plan, by providing written notice to the other Party at least thirty (30) days before the end of such Term.
4. if the Services subscribed by the Customer is an enterprise yearly plan, by providing written notice to the other Party at least sixty (60) days before the end of such Term.
For clarity, per section 15), unless this Agreement and the Customer’s subscription to the Services are so terminated, the Customer’s subscription will renew for a Term equivalent in length to the then expiring Term.
Termination for Cause. Either Party may terminate this Agreement and the Customer’s subscription to the Services 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 the Customer in accordance with this section, SleekFlow will, to the extent permitted by applicable law, refund the Customer 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, the Customer shall immediately pay any unpaid fees covering the remainder of the Term. In no event will termination relieve the Customer of its obligation to pay any fees payable to SleekFlow for the period prior to the effective date of termination.
Refunds and Termination Charges. No WhatsApp credits can be encashed, returned and/or refunded in any event. No refunds or credits for Fees will be provided if there is alternation to SleekFlow’s service provision due to change of policies or permissions by Messaging Channels. No refunds or credits for Fees will be provided if the Customer elects to terminate this Agreement prior to the end of the Term. If the Customer terminates this Agreement prior to the end of the Term, or SleekFlow effects such termination pursuant to Section 15, in addition to other amounts the Customer may owe SleekFlow, the Customer must immediately pay any then unpaid Fees associated with the remainder of the Term. This amount will not be payable by the Customer in the event the Customer terminates this Agreement as a result of a material breach of this Agreement by SleekFlow, provided that the Customer has provided 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 15.

16. 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 6 (Reservation of Rights), Section 7 (SleekFlow’s Right to Use Customer Data), Section 11 (Fees and Payment), Section 12 (Confidential Information), Section 13 (Warranty; Disclaimer; Indemnity), Section 14 (Limitation of Liabilities), Section 16 (Survival) and Section 17 (General Provisions).

17. General Provisions

Notices. Notices sent to either Party will be effective, 1) one day after being sent by courier; 2) two days after being sent by mail with postage prepaid and 3) immediately after being received when delivered in person or by email .Notices must be in writing and sent: (i) if to SleekFlow, to the address set out in the service agreement or the corresponding address of the relevant SleekFlow entity as set out on the SleekFlow Website; and (ii) if to the Customer, to the current postal or email address that SleekFlow has on file with respect to the Customer. SleekFlow may change its contact information by posting thte new contact information on the SleekFlow Website or by giving notice thereof to the Customer. The Customer is solely responsible for keeping its contact information on file with SleekFlow through the SleekFlow Platform current at all times during the Term.
Assignment. The Customer will not assign this Agreement and/or its subscription to the Services 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 the 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.
Governing and Jurisdiction. Unless otherwise provided in the relevant service agreement, This Agreement and any action related thereto will be governed by and construed in accordance with the laws of Hong Kong. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong and waive any objection to proceedings in such courts on the grounds of venue or inconvenient forum.
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 the Customer.
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.
Severability. 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.
Waiver. Any waiver of any provision of this Agreement must be in writing and signed by the Party waiving its rights. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver in one instance will not preclude enforcement of such provision on other occasions.
Independent Contractors. The Customer’s relationship to SleekFlow is that of an independent contractor, and neither Party is an agent or partner of the other. The Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of SleekFlow.
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.
Amendments. SleekFlow reserves the right to unilaterally update and change the terms of this Agreement (each, an “amendment”) from time to time, with or without notice. Should the Customer continue to use the Services after any such amendments have been made, this shall constitute the Customer’s agreement to such amendments. If the Customer does not accept and does not agree to the amendments to this Agreement, the Customer must immediately cease any further use of the SleekFlow Solution, including use of any part thereof.
English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.