The following document outlines the terms of use for our chatbot platform, referred to as the “Platform”. Floatchat Technologies Inc, a company registered in the state of Delaware, USA and its subsidiary companies, built the Platform.
By subscribing and accessing the terms outlined below, you agree to these terms on behalf of yourself as an individual user or on behalf of the organization you represent, referred to as “Customer” or “You”. If you do not agree to any of the terms listed below, you may choose to refrain from using or accessing the Platform and related services.

• Introduction 

Welcome to Floatchat, the user-friendly multi-messaging customer experience platform. Our platform enables non-developers, companies, individuals, and agencies to build, train, manage, and analyze their chatbots effortlessly.
We encourage you to read the following terms that govern your use of Floatchat’s website(s), services, and platform. If you have any questions, comments, or concerns regarding these terms or the services provided by Floatchat. We value your feedback and are always here to help.

• Platform Access 

2.1 ) Capability Criteria 
2.1.1 The Children’s Online Privacy Protection Act (“COPPA”) mandates that online service providers must obtain parental consent before collecting personally identifiable information online from children under the age of 13.
2.1.2 Float chat does not knowingly collect or solicit personally identifiable information from children under the age of 13. If you are under 13 years old, please refrain from attempting to register for our services or provide us with any personal information about yourself.

 2.2) Registration and Account integrity 
2.2.1 During the registration process, you will be required to create an account on our platform (app.floatchat.com), which includes choosing a username and password.
2.2.2 Your registered account provides you access to a range of features and services that are intended only for your use. It is strictly prohibited to share your account and login credentials with any other user. Any breach of this clause may result in termination of your account, including any other accounts provided to you.

• Utilization of Platform
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  3.1 Services

3.1.1. Floatchat offers you a platform interface and related services (“Services”) that allow you to create, modify, and maintain chatbot programs. These chatbot programs can help improve your business processes as they are, without any guarantees of success.
3.1.2. Upon registration and subject to Section 5 (when applicable), we will grant you the right to access and use the Platform, as well as any related functionality, in accordance with the Terms set forth in this document.
3.1.3. Your use of the Services is also subject to various third-party platform policies that Floatchat can integrate from time to time (“Platform Policies”). These Platform Policies include, but are not limited to, Facebook, Telegram, Kik, Viber, Line, Skype, and Slack, and are hereby incorporated by reference and are part of these Terms. You are responsible for complying with the Platform Policies you choose to build your chatbot, and Floatchat bears no commercial or other liability for the users who access the bot and the data that is created.
3.1.4. By using the platform, you agree to and accept all of the Terms and Conditions, or you will lose the right to use the platform and services. Your use of the Services implies that you agree to all of these Terms, which include the provisions in this document, as well as those in the Privacy Policy and Data Processing Agreement (addendum).
3.1.5. The Mobile app SDK is only supported for the following frameworks: Native iOS, Native Android, and Flutter.

3.2 ) Restrictions of service 
3.2.1. You are responsible for evaluating the accuracy, reliability, and quality of any data provided to us before making any decisions based on that information. You acknowledge that any consequences arising from your use of this information are solely your responsibility.
3.2.2. We do not assume any liability for any data handled or generated by you on the platform.
3.2.3. The licenses granted to you only allow you to use the Services for personal or internal business purposes. You are prohibited from using the services to perform natural language processing for any third parties.

3.3)  Temporary Suspension Of Services 
3.3.1. We may, at our discretion, temporarily limit or suspend the Services from time to time to perform upgrades to, and maintenance of, the platform
3.3.2. We reserve the right to terminate access to the platform in case of any missed payments as per the contractual agreements forwarded to you. Your access to the platform and/or subscription or other payments for use of Floatchat represents an agreement to abide by the commercial terms and conditions of the contract forwarded to you, the usage Terms and Conditions listed in this document, as well as the Privacy Policy

3.4)  Services which are not allowed along with user conduct 
3.4.1. You agree that you will not use the Services to create any Content or User Submission or chatbot that:
(a) Infringes on the intellectual property or other rights of anyone else, including Floatchat;
(b) Violates any law or regulation, including export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) Compromises the security of your Floatchat account or any other user’s account;
(e) Attempts to obtain the password or other security information from any other user;
(f) Violates the security of any computer network or attempts to crack any passwords or security encryption codes;
(g) Runs spam or any processes that interfere with the proper functioning of the Services;
(h) Crawls, scrapes, or spiders any page, data, or portion of the Services or Content;|
(i) Copies or stores any significant portion of the Content; and|
(j) Attempts to decompile, reverse engineer, or obtain the source code or underlying ideas or information of the Services.
(k) Is non-compliant with any international agreements, treaties, including but not limited to the Global Data Privacy Regulations (GDPR) and the Children’s Online Privacy Protection Act, 1998 (“COPPA”) and any of its amendments, notifications, revisions, updated from time to time.
3.4.2. Any violation of the above terms may result in the termination of your access to the Services, with or without notice. You may also be required to surrender any contact information, data, and intelligence that you have built on the platform.
3.4.3. Prior approval from Floatchat is required for stress tests or security tests (VAPT). If you need to run such tests, please contact us at contact@Floatchat.com. Running stress tests or any form of security tests without prior approval from Floatchat will result in the deactivation of the bot or account. Floatchat is not liable for any loss caused due to the deactivation of the bot or account.

3.5) Account Access 
3.5.1. As stated in Section 2.2, you are responsible for maintaining the confidentiality and security of your account credentials, and for all activities that occur under your account, whether authorized by you or not.
3.5.2. If you notice any unauthorized or suspicious activity on your account, please notify us immediately by sending an email to contact@floatchat.com.

3.6)  Maintenance of the system 
3.6.1. It is your responsibility to ensure that the operating system and systems used to access the platform are maintained and updated. Any issues arising from the use of the platform on older, legacy or unsupported systems are solely your responsibility.

3.7)  Compliance of the Laws 
3.7.1. You must comply with all relevant laws, including those related to the protection of personal information and data privacy.
3.7.2. You are responsible for obtaining any necessary legal consent from your users, if required, for the use of their personal information in connection with our services, in accordance with our general terms, privacy policy, and data processing agreement.

3.8) Compliance by users 
Section 3.8.1 states that as a user of the Floatchat platform, it is your responsibility to ensure that your users are aware of and comply with all applicable laws, including those governing the protection of personal information. This means that you need to inform your users of their obligations and ensure that they are following the relevant laws.

• Data Privacy 

4.1) Data Ownership 
4.1.1. All information shared with us is owned by you, as defined in the Data Processing Agreement. We are not responsible for evaluating the integrity, quality, accuracy, or reliability of the data.
4.1.2. You acknowledge that you are responsible for any data provided or used on the platform. If any service within the account is downgraded or removed, resulting in the loss of data, it is also your responsibility.

4.2) Copyrighted Material 
4.2.1. The Digital Millennium Copyright Act (DMCA) applies to online service providers like Floatchat who are responsible for removing any material that is alleged to violate someone’s copyright.
4.2.2. At Float Chat, we value the intellectual property rights of others, and we reserve the right to remove or disable any content that infringes on those rights. Additionally, we reserve the right to terminate any accounts that repeatedly violate such rights.
4.3)  Content Monitoring
4.3.1. Any information or content publicly posted or privately transmitted through the Services, as well as any chatbots created using the platform, is the sole responsibility of the person who originates such content. You access all such information and content at your own risk, and we are not liable for any errors or omissions in that information or content, or for any damages or loss you might suffer in connection with it.
4.3.2. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of being exposed to the Content. By using the Services, you release us from all liability related to you having acquired or not acquired Content through the Services. We cannot guarantee the identity of any users with whom you interact while using the Services, and we are not responsible for which users gain access to the platform.
4.3.3. You are responsible for all Content you contribute to the Services, in any manner, and you represent and warrant that you have all the necessary rights to do so in the manner in which you contribute it. You will keep all your registration information accurate and current, and you are responsible for all your activity in connection with the Services  

4.4)  Data Processing 
4.4.1. We may use the services of third-party sub-processors to provide our services to you.
4.4.2. The collection and processing of any data through our services will be governed by the terms outlined in the Data Processing Agreement.
4.4.3. It is recommended that you take necessary backups of your data before requesting a downgrade or termination of our services.

4.5 ) Privacy Policy 
4.5.1. We do not collect any personal information such as age, gender, etc. unless you explicitly provide it to us.

• Subscriptions, Payments & Billing 

5.1) Free trial 
5.1.1. We provide a Free Trial service that grants access to some of the basic functionalities of our Services. If you choose to register for this service, you will be able to use it free of charge for a limited trial period, until the earliest of the following events: (a) the expiration of the free trial applicable to you, (b) the beginning of any subscription you purchase, or (c) the termination of the trial by us at our sole discretion.

5.2) Subscription plans & fees 
5.2.1. To access various features/services of the platform, you may need to select and pay for specific subscription plans offered by us. The plans and pricing are subject to change, except when there is a term and commercial agreement for a subscription plan signed by us with you, which will uphold over any pricing changes.
5.2.2. Our subscription plans are tier-based and structured based on several factors such as the number of bots, interactions, licenses required, monthly active users (MAU), and other module-based dependencies.
5.2.3. You can choose a suitable subscription plan by making an upfront payment of the prescribed fees. We offer flexible billing plans for term-based payments. Refer to section 5.3 for subscription modifications.
5.2.4. Under the Professional plan, a bot can be installed on up to three domains, while the Business plan allows up to 10 domains. If you want to install the bot on more than 10 domains, you need to upgrade to the Enterprise plan.

5.3 Subscription Changes (Upgrade/Downgrade)
5.3.1. You may upgrade or downgrade your subscription plan at any time by contacting our customer support team or through our platform.
5.3.2. If you choose to upgrade your plan, you will be charged the prorated difference between your current plan and the upgraded plan for the remainder of your billing cycle.

5.3.6 ) Plan upgradation 
If you want to upgrade your subscription plan, you can do so easily from the platform. When you upgrade, we will generate a pro-rata bill based on the number of remaining days in your existing billing cycle. This bill will reflect the difference between the cost of your existing plan and the cost of the upgraded plan. All future bills will be generated based on the new upgraded plan amount.

5.3.7 ) Plan downgrade 
If you wish to downgrade your subscription plan immediately, you can contact us on our website. However, please note that downgrades will only be applied at the end of your current billing term. All subsequent bills will be generated based on the downgraded plan amount.

5.4)  Subscription Cancellation
5.4.1. All subscription cancellations will be processed manually by us.
5.4.2. You may cancel your account(s) at any time. If you wish to do so, please contact us at our website to initiate the cancellation process.
5.4.3. Please note that we do not offer refunds for subscription cancellations as per the policy described in section 5.5.

5.5 )  Refund Policy
5.5.1. We do not offer any refunds for the remaining unused days if you cancel your existing subscription plan.
5.5.2. We do not offer any refunds if you request a downgrade before the end of the current billing term.
5.5.3. If you have any queries regarding our refund policy, please contact us at our website 

5.6 )  Processing of payments & billing 
5.6.1. We reserve the right to use a third-party payment processor, which is PCI-DSS compliant, for all billing and payment receipts.
5.6.2. The credit card information provided to us shall be automatically charged for any modification to existing services or upon renewal.
5.6.3. If you do not wish to process your payment via credit card, you can request to do so through bank/wire transfer/cheque by writing to us at our website .
5.6.4. If we are unable to bill the credit card on file or you request us (in writing over email) to not bill the credit card, you will be solely responsible for completing the expected payment by any means. If payment is not made, the services may become unavailable to you, and we may terminate this Agreement without notice.

5.7) Revision of Fees 
5.7.1. We reserve the right to change the fees for our paid plans or functionalities at our sole discretion.
5.7.2. The new fees will only be effective from the next renewal date of your current subscription plan.
5.7.3. We will notify you via email if there are any changes to the fees.

6 Disclaimer of Warranty
6.1) Risk 
6.1.1 Neither Floatchat nor its licensors or suppliers make any representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. We are not responsible for any links to third-party websites from the Service, and the inclusion of any link does not imply an endorsement of a third-party website or service by us.
6.1.2 The Services and Content are provided by Floatchat (and its licensors and suppliers) on an “as-is” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Services will be uninterrupted or error-free.
6.1.3 Any use of the Services is at your own risk. The software may contain bugs, errors. We do not warrant the performance of the Services, that the Services will operate uninterrupted or error-free, or that the Services will operate in accordance with any accompanying documentation.

6.2) Usage of Internet 
6.2.1. Our Services are provided over the Internet, which means that the operation of the Services is subject to the operation of the Internet and telecommunications infrastructures, as well as the operation of your Internet connection services. However, these factors are beyond our control, and we do not make any warranties regarding their performance.
6.2.2. We cannot guarantee that the Services will be uninterrupted, and we cannot guarantee that you will be able to access or use the Services at all times or in all locations of your choosing.

6.3) Technical Support 
6.3.1. We provide technical support to resolve any issues or roadblocks you may face while using our services, based on our Support Policy.
6.3.2. Technical support will be provided via email, and all communications related to technical support should be directed to our website.
6.3.3. We reserve the right to limit technical support services to free or trial account users.
6.3.4. You are responsible for obtaining any necessary hardware or services required to use our Services, including computers, servers, or internet access.

7)  Liability Limits 
We will not be liable for any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction. Our liability, under no legal theory, shall exceed the greater of $100 or the amounts paid by you to Floatchat  in connection with the Services in the twelve (12) month period preceding the applicable claim. We shall not be liable for any matter beyond our reasonable control.
We shall not be liable for any indirect, consequential, exemplary, incidental, special, or punitive damages, including loss of profits. Except as stated in section 7.1, Floatchat and its affiliates, officers, licensors, and/or contractors shall not be liable for any indirect, incidental, special or consequential damages, even if advised of the possibility of such damages. Our liability is limited to the full extent permitted by law in any state that does not permit the exclusion or limitation of liability as set forth herein.

8) Indemnity 
8.1. You agree to indemnify and hold us, our affiliates, officers, agents, employees, and partners harmless from any and all claims, liabilities, damages, losses and expenses (including attorneys’ fees) arising from your use of the Services, violation of these Terms, or infringement upon any intellectual property or other proprietary right of any person or entity.
8.2. If such a claim arises, we will attempt to provide notice to you at the contact information we have for your account.
8.3. We may assume the defense and control of any matter subject to indemnification by you, but doing so does not excuse your indemnification obligations. This paragraph survives any termination or cancellation of the Agreement.

9) Ownership 
9.1) Intellectual Property 
9.1.1 The materials that are available on or through the Services, including text, graphics, data, articles, photos, images, illustrations, User Submissions, and other content, are protected by copyright and/or other intellectual property laws. You agree to comply with all copyright notices, trademark rules, information, and restrictions contained in any content you access through the Services. 
9.1.2 You acknowledge that Floatchat owns the Services, and you are prohibited from modifying, publishing, transmitting, participating in the transfer or sale of, reproducing (except as expressly provided in this Section), creating derivative works based on, or otherwise exploiting any of the Services. While the Services may allow you to copy or download certain content, you must remember that all restrictions mentioned above apply.
9.2 )   User Submissions 
9.2.1. Any content that you or your users post, upload, share, store, or provide through the Services, including any chatbots you create and/or communicate with through the Services, is called a “User Submission.”
9.2.2. Some User Submissions can be seen by other users. To display your User Submissions on the Services and allow other users to view them (where applicable), you give us certain rights in those User Submissions. Please note that all of the licenses listed below are subject to our Privacy Policy to the extent that they relate to User Submissions that are also personally-identifiable information.
9.2.3. For all User Submissions, you give us a license to translate, modify (for technical purposes, such as making sure your content is viewable on an Android device as well as a desktop), reproduce, and take other necessary actions with respect to such User Submissions to enable us to operate the Services. This is a license only – it does not affect your ownership of the User Submissions.

10) Terms 

10.1 ) Effective date of terms 
The terms mentioned in this section are a legally binding agreement between you and us. They become effective as soon as you access or use the Floatchat platform or website, and will remain in effect until terminated by either party in accordance with Section 10.2. This agreement can also be terminated by either you or us at any time. If you subscribe to additional services after termination, they will be subject to their own subscription period and renewal fees. These fees may be charged automatically to the credit card you used to pay for the initial services.

10.2 )  Termination by you 
You have the right to stop using our services at any time. To terminate this agreement, you must notify Floatchat by sending an email to our official website . Your termination will be effective upon our receipt and processing of the email, which may take up to 24 hours. If you subscribe to additional services after termination, they will only be licensed for the subscription period you selected during registration or upgrade, and after payment of the relevant fees.

10.3 ) Termination by Floatchat 
10.3.1. We are free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms (as described in Section 3.5). We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
10.3.2 We may terminate this Agreement at any time and for any reason. We may monitor its systems for excessive consumption of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption. If we deem your use to be excessive, we may terminate your account or adjust the price of the Services
10.3.3 Any Additional Services subscribed to post termination will be subject to review by us and can be availed only if found acceptable. The additional services will then be treated as a new registration and will be licensed only for the Subscription Period selected during the registration, and after payment of the relevant fees.

10.4 )  Events upon Termination:

10.4.1. When you terminate your account, any chatbots and content associated with your account may be destroyed. Therefore, you should keep this in mind before deciding to terminate your account.
10.4.2. We will try to provide advance notice before terminating your account so that you can retrieve any important user submissions stored in your account (to the extent allowed by law and these terms). However, we may not do so if it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Floatchat.
10.4.3. Certain provisions that should survive termination of these terms will continue to be in effect. These may include your obligations to pay us or indemnify us, limitations on our liability, terms regarding ownership of intellectual property rights, and terms regarding disputes between us.
10.4.4. Upon termination, you must stop using the Services immediately. We may disable further use of the Services or related Services without notice and may delete, remove, and erase any account information and data stored by us. Such deletions are at our sole discretion and may occur without notice to you. No refunds will be given for any reason.

10.5) Refund on termination 
10.5.1. Regardless of the reason for termination, cancellation, or downgrade of subscription, section 5.5 (No Refunds) applies. This means that no refunds will be provided under any circumstances.

11) Jurisdiction 
11.1.1. These terms are governed by and will be interpreted under the laws of the United States of America, without taking into account the provisions of conflicts of law. Any dispute arising from or related to these terms will be ultimately resolved in the United States in English. The judgment based on the award made by such arbitrator can be enforced in any court that has the jurisdiction to do so. Despite the responsibility to resolve disputes through arbitration, each party has the right to pursue injunctive or other equitable relief at any time in any court with the jurisdiction to do so. 
11.1.2. These general terms will only be governed by the laws of the United States of America without regard to the provisions of conflicts of law. You agree that the exclusive forum for any disputes that arise from or are related to this agreement will be an appropriate federal or state court sitting in the Republic of India.

11.2 )  Force Majeure:
11.2.1. Floatchat will not be held liable for any failure or delay in performing its obligations under these terms due to an unforeseeable and irresistible event, also known as a “Force Majeure.” This includes external causes that have the same characteristics, such as DOS attacks, strikes, shortages, riots, fires, acts of God, failures by a third-party hosting or utility provider, war, terrorism, and government actions.

11.3)  Notice 
If you are a customer of Floatchat , it is important to understand how notices are sent and received in accordance with the terms of your agreement. This article will provide an overview of the notice provisions outlined in the agreement, including how Floatchat sends notices and how customers can send notices to Floatchat

11.4 )  Assignment & Successors
11.4.1 ) As a customer of Floatchat, it is important to understand the assignment and successor provisions outlined in your agreement. These provisions outline the rights and obligations of the parties involved in the agreement and dictate how these rights and obligations may be assigned or transferred.
11.4.2 ) Under the terms of the agreement, you are not permitted to assign, delegate, or transfer the agreement or your rights or obligations under the agreement without Floatchat’s prior written consent. This means that you cannot transfer your Services account, or any part of it, to another person or entity without first obtaining permission from Floatchat.

11.5 )  Amendments and Acceptance

11.5.1 ) At Floatchat, we are committed to constantly improving our platform and services to better serve our customers. As such, the Terms of our agreement may be subject to change. It is important for you to understand how amendments to the agreement are made and how they will impact your use of the Services.
11.5.2 ) Floatchat’s Right to Amend the Agreement
We reserve the right to amend the Terms of this agreement and related services offered under this agreement at any time, at our sole discretion and without notice. This includes changes to license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services.
11.5.3 ) Notification of Amendments
If we make any amendments to the agreement, we will notify you by email, post on the Floatchat website, or by some other means, as far as possible. These amendments will be effective immediately after we post them.
11.5.4 ) Acceptance of Amendments
Your continued use of the Services after we make amendments to the agreement constitutes your acceptance of the new Terms. If you do not agree with the new Terms, you are free to reject them. However, this means that you will no longer be able to use the Services.

Written Amendments
It is important to note that no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us, except for changes made by us as described in this agreement.

11.6 )  Waiver 
11.6.1. Any waiver, delay, or discharge by a party will only be valid if it is in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither party’s failure to exercise any right of termination nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.
11.6.2. Failure by us to enforce any accrued rights under these Terms and Conditions shall not be deemed a waiver of those rights, unless we acknowledge the waiver in writing.

11.7 )  Severability
11.7.1. Each paragraph, sub-paragraph, and clause of these Terms and Conditions shall be read and construed independently of each other. If any part of this agreement or its paragraphs, sub-paragraphs, or clauses is found to be invalid, it shall not affect the remaining paragraphs, sub-paragraphs, and clauses.
11.7.2. If a provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement will remain in effect and not be affected, impaired or invalidated. If the absence of the provision adversely affects the substantive rights of a party, the parties agree to replace the provision with a new provision that closely approximates the economic and proprietary results intended by the parties.

12 ) Entire Agreement
12.1. This Agreement, along with the Privacy Policy, Data Processing Agreement, applicable Proposals, Order forms, and statement of work, including any attached annexures, constitute the entire and exclusive agreement and understanding between the parties with respect to the subject matter of this Agreement.
12.2. This Agreement supersedes all prior agreements, understandings, and arrangements related to the subject matter. Any representation, undertaking, or promise made prior to this Agreement shall not be effective or valid except as expressly stated in this Agreement.

Addendum – Floatchat Data Processing Agreement 
This document, the Floatchat Data Protection Addendum, is an addition to the agreement between the parties as defined by the Floatchat Customer Terms of Service. This Addendum, which includes the Standard Contractual Clauses, is valid for the same term as the Agreement. If any term is not defined in this Addendum, the definition in the Agreement shall apply. Unless otherwise specified, the terms of the Agreement shall continue to apply. Both parties agree to the terms and conditions of this Addendum, which shall be incorporated into the Agreement. References to the Agreement in this Addendum are deemed to include this Addendum.

• Definitions 

This section provides definitions for the terms used in the Floatchat Data Protection Addendum:

1. “Applicable Laws” refers to the laws that govern the Company Personal Data processed by a Company Group Member under EU Data Protection Laws or any other Data Protection Laws.
2. “Company Affiliate” means an entity that is under common ownership or control with the Company.
3. “Company Group Member” means the Company or any Company Affiliate.
4. “Company Personal Data” means any Personal Data processed by a Contracted 

Processor on behalf of a Company Group Member in connection with the Agreement.

1. “Contracted Processor” means the Vendor or any Subprocessor
2. “Data Protection Laws” refers to the laws that protect Personal Data, including EU Data Protection Laws and other data protection or privacy laws.
3. “EEA” means the European Economic Area.
4. “EU Data Protection Laws” refers to the EU Directive 95/46/EC and its subsequent amendments, including the GDPR.
5. “GDPR” refers to the EU General Data Protection Regulation 2016/679.
6. “Restricted Transfer” means a transfer of Company Personal Data from a Company Group Member to a Contracted Processor or an onward transfer of such data from one Contracted Processor to another, where such transfer is prohibited by Data Protection Laws in the absence of Standard Contractual Clauses.
7. “Services” refers to the services provided by the Vendor to the Company Group Members under the Agreement.
8. “Standard Contractual Clauses” refers to the contractual clauses set out in Annex 2, as amended, and under section 13.4.
9. “Subprocessor” means any third party appointed by the Vendor or any Vendor Affiliate to process Personal Data on behalf of a Company Group Member in connection with the Agreement, excluding Vendor’s employees or sub-contractors
10. “Vendor Affiliate” means an entity that is under common ownership or control with the Vendor.
11. “Vendor” means the entity that provides services to the Company Group Members under the Agreement.

The terms “Commission,” “Controller,” “Data Subject,” “Member State,” “Personal Data,” “Personal Data Breach,” “Processing,” and “Supervisory Authority” have the same meanings as in the GDPR.

2) Processing of company personal data 
2.1 ) Vendor and each Vendor Affiliate must not process Company Personal Data except on the documented instructions of the relevant Company Group Member, unless the processing is required by Applicable Laws to which the relevant Contracted Processor is subject. In such a case, Vendor or the relevant Vendor Affiliate must inform the relevant Company Group Member of the legal requirement before processing that Personal Data to the extent permitted by Applicable Laws.
2..2Each Company Group Member instructs Vendor and each Vendor Affiliate (and authorises Vendor and each Vendor Affiliate to instruct each Subprocessor) to process Company Personal Data, including transferring it to any country or territory as reasonably necessary for the provision of the Services and consistent with the Agreement. The Company Group Member warrants and represents that it is duly and effectively authorised to give the instruction on behalf of each relevant Company Affiliate.
2.3 )  Annex 1 to this Addendum provides certain information regarding the Contracted Processors’ processing of the Company Personal Data as required by article 28(3) of the GDPR and equivalent requirements of other Data Protection Laws. Company may amend Annex 1 by giving written notice to Vendor as reasonably necessary to meet those requirements. Annex 1 does not confer any right or impose any obligation on any party to this Addendum.

3 ) Vendor & Vendor Affiliate Personal 
Vendor and its affiliates are responsible for making sure that any employee, agent, or contractor of any contracted processor who may have access to the company’s personal data is reliable. They should only grant access to those individuals who need to know the data for the purposes of the agreement and to comply with applicable laws. These individuals should be subject to confidentiality undertakings or professional or statutory obligations of confidentiality. 

4)  Security 
Vendor and each Vendor Affiliate must ensure that appropriate technical and organizational measures are implemented to protect the Company Personal Data from any risks to the rights and freedoms of natural persons. These measures should be proportionate to the nature, scope, context, and purpose of the Processing, as well as the likelihood and severity of any potential risks. The measures should include those outlined in Article 32(1) of the GDPR, and should be based on the current state of the art technology and the costs of implementation. When assessing the level of security required, Vendor and each Vendor Affiliate should take into account the risks presented by the Processing, particularly those arising from a potential Personal Data Breach.

5)  Subprocessing 
This section outlines the requirements for subprocessing of Company Personal Data by Vendor and each Vendor Affiliate. The key points are:

1. Each Company Group Member authorizes Vendor and each Vendor Affiliate to appoint Subprocessors in accordance with this section and any restrictions in the Agreement.
2. Vendor and each Vendor Affiliate may continue to use existing Subprocessors, subject to meeting the obligations set out in section 5.4 as soon as practicable.
3. Vendor must provide prior written notice to Company of any new Subprocessor appointment, and if Company objects within 30 days on reasonable grounds, the appointment cannot proceed until objections are addressed.
4. Vendor or the relevant Vendor Affiliate must carry out adequate due diligence before the Subprocessor first Processes Company Personal Data to ensure the Subprocessor is capable of providing the required level of protection. The arrangement between Vendor/Vendor Affiliate and Subprocessor must be governed by a written contract that offers at least the same level of protection for Company Personal Data as this Addendum and meets GDPR requirements. If the arrangement involves a Restricted Transfer, Standard Contractual Clauses must be incorporated into the agreement.
5. Vendor and each Vendor Affiliate must ensure each Subprocessor performs its obligations as if it were party to this Addendum in place of Vendor. Vendor must provide Company with copies of agreements with Subprocessors as requested.

6)  Data Subject Rights 
Vendor agrees to provide reasonable assistance to the Controller in order to respond to any requests made by Data Subjects exercising their rights under Data Protection Law with respect to their Personal Data, including requests for access, rectification, restriction, deletion or portability of their Personal Data. The nature of the assistance will depend on the type of request and may involve technical and organizational measures. However, the extent of assistance provided by Vendor will be subject to the limitations imposed by law.
In the event that Vendor receives such a request directly from a Data Subject, Vendor will promptly inform the relevant Company Group Member and advise the Data Subject to submit their request directly to the Company Group Member. 

7) Personal Data Breach 
If Vendor or any Subprocessor becomes aware of a Personal Data Breach affecting Company Personal Data, Vendor shall promptly inform Company about it. The notification should include enough information to enable each Company Group Member to comply with any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Vendor shall work with Company and each Company Group Member to investigate and remediate the Personal Data Breach, following any reasonable commercial steps directed by Company.

8)  Data Protection Impact Assesment & prior Consultation
Vendor and all its affiliates must offer appropriate assistance to any Company Group Member who requires assistance with any data protection impact assessments, as well as prior consultations with supervisory authorities or other competent data privacy authorities that the Company considers necessary in accordance with article 35 or 36 of the GDPR, or similar provisions of other data protection laws. This assistance shall be provided solely in relation to the Processing of Company Personal Data by the Contracted Processors, taking into account the nature of the Processing and the information available to them.

9) Deletion or return of company personal data
After the termination or expiration of the Agreement, Vendor will delete or return all Company Personal Data processed under this DPA in a reasonable time frame, except when Data Protection Law requires the retention of the data. In case Vendor is unable to delete the Personal Data due to technical or other reasons, Vendor will implement measures to block any further Processing of the Personal Data.

10) Audit 
The Vendor and each Vendor Affiliate must provide any information necessary to demonstrate compliance with this Addendum upon request by any Company Group Member. They must also allow for and contribute to audits and inspections by any Company Group Member or an auditor mandated by any Company Group Member in relation to the Processing of the Company Personal Data by the Contracted Processors.

1. The information and audit rights of the Company Group Members will only apply to the extent that the Agreement does not already provide them with information and audit rights meeting the relevant requirements of Data Protection Law.
2. If a Company Group Member undertakes an audit, they must give reasonable notice to the Vendor or the relevant Vendor Affiliate and make reasonable efforts to avoid causing any damage, injury, or disruption to the Contracted Processor’s premises, equipment, personnel, and business. The Contracted Processor is not required to give access to its premises for the purposes of an audit or inspection unless certain conditions are met.

11)  Restricted Transfers
11.1 ) This section outlines the requirements for Restricted Transfers of Company Personal Data. To comply with Data Protection Law, each Company Group Member and Contracted Processor must enter into the Standard Contractual Clauses for any Restricted Transfer of data. 
11.2) The Standard Contractual Clauses will come into effect when the data exporter and data importer become parties to them, or when the Restricted Transfer commences, whichever is later. However, this requirement will not apply if there are other reasonably practicable compliance steps that allow for the Restricted Transfer to take place without breaching Data 11.3) Protection Law, and obtaining consents from Data Subjects is not considered a compliance step.  

12) General Terms 
Effective from May 25th, 2018, Floatchat will process Personal Data in compliance with the GDPR requirements outlined in this Addendum that apply to the provision of Subscription Services by Floatchat.

1. This Addendum does not reduce Vendor’s or any Vendor Affiliate’s obligations under the Agreement regarding the protection of Personal Data, nor does it allow Vendor or any Vendor Affiliate to Process (or permit the Processing of) Personal Data in a manner that is prohibited by the Agreement. In case of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
2. With regard to the subject matter of this Addendum, in case of any inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Agreement, and including agreements entered into or claimed to be entered into after the date of this Addendum (except where explicitly agreed otherwise in writing, signed on behalf of the parties), the provisions of this Addendum shall take precedence.
3. If any provision of this Addendum is found to be invalid or unenforceable, the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability while preserving the parties’ intentions as closely as possible, or (ii) construed in a way that assumes the invalid or unenforceable part had never been included.

Standard Contractual Clauses (Processors)

The Standard Contractual Clauses (Processors) are being used to transfer personal data from a data exporter, which is the customer as defined in the Floatchat Customer Terms of Service, to Floatchat Technologies Inc., located at 919 North Market Street, Suite 950, Wilmington, New Castle 19801, which is the data importer. These Clauses have been agreed upon by both parties to ensure that adequate safeguards are in place for the protection of privacy and fundamental rights and freedoms of individuals. The personal data that will be transferred is specified in Appendix 1.

This clause defines various terms used in the Standard Contractual Clauses, including “personal data,” “special categories of data,” “process/processing,” “controller,” “processor,” “data subject,” and “supervisory authority,” which have the same meaning as in Directive 95/46/EC.
The clause also defines “Data Exporter” as the controller who transfers the personal data, “Data Importer” as the processor who receives the personal data and processes it on behalf of the Data Exporter, and “Subprocessor” as any processor engaged by the Data Importer to process personal data on behalf of the Data Exporter.

Clause 2  of the Standard Contractual Clauses (Processors) states that the details of the transfer, including any special categories of personal data, are specified in Appendix 1. This appendix is considered an essential part of the Clauses.

Clause 3 –  Third Party Beneficiary
This clause establishes that the data subject, meaning the individual whose personal data is being transferred, has the right to enforce certain clauses of this agreement against the data exporter, data importer, and subprocessor as a third-party beneficiary. Specifically, the data subject can enforce Clause 4(b) to (i), Clause 5(a) to (e) and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 against the data exporter, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12 against the data importer, and Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12 against the subprocessor.
In cases where the data exporter and/or data importer have ceased to exist or become insolvent, the data subject can still enforce these clauses against any successor entity that has assumed their legal obligations. However, the liability of the subprocessor in such cases is limited to its own processing operations under the Clauses.

Clause 4 – Obligations of data exporter 
(a) The processing and transfer of personal data comply and will continue to comply with the applicable data protection law and do not violate any relevant provisions of the Member State where the data exporter is established;
(b) The data importer is instructed to process the transferred personal data only on behalf of the data exporter and in accordance with applicable data protection law and the Clauses;
(c) The data importer provides adequate guarantees for technical and organizational security measures specified in Appendix 2;
(d) After assessing the requirements of applicable data protection law, appropriate security measures are in place to protect personal data against unauthorized or accidental destruction or loss, alteration, unauthorized disclosure or access, particularly during data transmission over networks, and other unlawful processing activities. The level of security is appropriate for the processing risks and the nature of the data;
(e) Compliance with security measures is ensured;
(f) The data subject is informed before or as soon as possible after transfer if the transfer involves special categories of data and that the data could be transferred to a third country that does not provide adequate protection under Directive 95/46/EC;
(g) Any notifications received from the data importer or subprocessor are forwarded to the data protection supervisory authority if the data exporter decides to continue the transfer or lift the suspension;
(h) Data subjects are provided with a copy of the Clauses (excluding Appendix 2), a summary description of the security measures, and any subprocessing contracts made in accordance with the Clauses upon request unless commercial information is included;
(i) In case of subprocessing, the subprocessor provides the same level of protection for personal data and data subject rights as the data importer under the Clauses; and

Clause 6 – Liability 
The parties involved acknowledge that if any data subject suffers harm due to a violation of the obligations stated in Section 3 or Section 11 by any party or subprocessor, the data exporter is liable to compensate for the damages incurred.
It is agreed by all parties that data protection and privacy are essential, and any breach of these obligations may result in significant harm to the data subject. Therefore, the data exporter must take responsibility for any loss suffered by the data subject due to any violation by the parties or sub processors involved.

Clause 7 –  Meditation & jurisdiction
The data importer acknowledges that in the event of a data subject invoking third-party beneficiary rights and seeking damages under the Clauses, the data importer shall accept the decision of the data subject on the following matters:
(a) Referring the dispute for mediation by an impartial third party, or by the supervisory authority where appropriate.
(b) Referring the dispute to the courts in the Member State in which the data exporter is established.
The parties involved understand that the decision of the data subject will not affect their substantive or procedural rights to seek remedies according to other national or international legal provisions.
It is crucial to ensure that the privacy and data protection of the data subject are upheld in the event of a dispute. Therefore, both parties shall cooperate in good faith and abide by the decision made by the data subject.

Clause 8 –  Cooperation with supervisory authorities 
Both parties acknowledge that cooperation with supervisory authorities is essential to ensure compliance with applicable data protection laws. Therefore, the following clauses are agreed upon:

• The data exporter agrees to provide a copy of this contract to the supervisory authority upon request or as required by law.
• The supervisory authority has the right to audit the data importer and any subprocessors, subject to the same conditions and scope as an audit of the data exporter under the applicable data protection law.
• The data importer must promptly inform the data exporter if any legislation prevents an audit of the data importer or any subprocessor, as stated in Paragraph 2. In such cases, the data exporter may take action as per Clause 5(b).

It is essential to ensure that all parties involved in the data export agreement comply with the applicable data protection laws. Therefore, the supervisory authority has the right to conduct an audit to verify compliance with the regulations.

Clause 9 – Governing Law

The parties involved agree that the Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause  10 –  Variation of the contract 

Both parties agree not to alter or amend the provisions set forth in the agreement. However, this does not prohibit the parties from including additional clauses relating to business matters, provided that they do not conflict with the existing provisions.

Clause 11  –  Subprocessing 

• The data importer is not allowed to contract any processing activities carried out on behalf of the data exporter under the Clauses without receiving prior written consent from the data exporter. If the data importer contracts its obligations under the Clauses to a third party, it can only do so by entering into a written agreement with the subprocessor. This agreement must impose the same obligations on the subprocessor as the ones imposed on the data importer under the Clauses. In the event that the subprocessor fails to fulfill its data protection obligations as per the written agreement, the data importer remains fully liable to the data exporter for the subprocessor’s performance of its obligations under the agreement.
• The prior written agreement between the data importer and the subprocessor must also contain a third-party beneficiary clause as specified in Clause 3. This is in cases where the data subject is unable to bring a claim for compensation under paragraph 1 of Clause 6 against the data exporter or data importer because they have disappeared or are insolvent, and no successor entity has taken up their legal obligations. The subprocessor’s third-party liability is limited to its processing operations under the Clauses.
• The provisions relating to data protection aspects for subprocessing under the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
• The data exporter is required to maintain a list of subprocessing agreements concluded under the Clauses and notified by the data importer in accordance with Clause 5(j). This list must be updated at least once a year and made available to the data exporter’s data protection supervisory authority.

Clause 12 – Obligation after termination of personal data 

• The parties mutually agree that upon the termination of the data-processing services, the data importer and subprocessor will, as chosen by the data exporter, either return all transferred personal data and its copies to the data exporter, or destroy all transferred personal data and provide a certification of such destruction to the data exporter. However, if legislation requires the data importer to retain or disclose some or all of the transferred personal data, the data importer must ensure confidentiality and not actively process such data any further.
• The data importer and subprocessor guarantee that upon request from the data exporter and/or supervisory authority, they will submit their data-processing facilities for auditing of the measures as mentioned in paragraph 1.

This Appendix is a part of the Clauses. Member States may provide any additional necessary information to be included in this Appendix based on their national procedures.

1. Data exporter
   The data exporter is the Customer, as defined in the Floatchat Customer Terms of Service Agreement.
2. Data importer
   The data importer is Floatchat Technologies Inc., a global provider of chatbot and customer engagement software.
3. Data subjects
   The categories of data subjects are mentioned in Section 2 of the Data Processing Agreement that is attached to the Clauses.
4. Categories of data
   The categories of data are mentioned in Section 2 of the Data Processing Agreement that is attached to the Clauses.
5. Special categories of data (if appropriate)
   The parties do not expect to transfer any special categories of data.

Float Chat  Acquire 

These Terms of Use (“Terms”) constitute a legally binding agreement between you and Floatchat Acquire (“we”, “us”), a customer acquisition platform (hereinafter referred to as the “Platform”) developed by Floatchat Technologies Inc., a company registered in the state of Delaware, USA. By subscribing to and accessing these Terms, you agree to be bound by them, either as an individual user or on behalf of the organization you represent (“Customer”, “you”). If you do not agree with any of the terms stated below, you should not use or access the Platform or any related services.

• Introduction Welcome to Floatchat Acquire, a powerful customer acquisition software designed for lead generation, lead engagement, and content management. These terms of use govern your use of the Floatchat website(s), services, and platform. If you have any inquiries, feedback, or apprehensions about these terms or the services provided, please do not hesitate to contact us at our website 
• Platform Access 

2.1) Eligibility
2.1.1. The Children’s Online Privacy Protection Act (“COPPA”) mandates that online service providers must receive parental consent prior to knowingly collecting personally identifiable information online from children under the age of 13.
2.1.2. We do not intentionally collect or request personally identifiable information from children under the age of 13. If you are under the age of 13, please do not attempt to register for the Services or disclose any personal information about yourself to us.
2.1.3. If we become aware that we have collected personal information from a child under the age of 13, we will take prompt action to delete such information.

• Utilization of Platforms 

3.1 ) Services 
3.1.1. Floatchat Acquire provides a platform interface and related services (“Services”) for lead generation, lead engagement, and content management to help improve your business processes in their as-is condition.
3.1.2. Upon registration and subject to Section 5 (when applicable), we will grant you the right to access and use the Platform, along with any related functionality, in accordance with the Terms outlined in this document.
3.1.3. You are solely responsible and liable for complying with the Platform Policies that you opt for using the workflows within the platform. Floatchat bears no commercial or any other liability or responsibility for the data generated and used by you. By using the platform, you implicitly agree to and accept all of the Terms and Conditions. If you do not agree with any of these terms, you will lose the right to use the platform and services. 

3.2 ) Limitations of Service 
3.2.1. You are responsible for verifying the accuracy, quality, and reliability of any data you provide to us before making any decisions based on such information. You acknowledge that any consequences resulting from such decisions are solely your responsibility.
3.2.2. You agree that we shall not be liable for any data handled or generated by you on the platform, including profiles, content, or social channels.
3.2.3. The licenses granted to you are solely for the purpose of allowing you to access and use the Services for personal or internal business use. You shall not use the Services to outsource data to any third parties.

3.3 )  Service Revisions
3.3.1. We are constantly striving to improve our platform, and therefore we reserve the right to introduce modifications or revisions to the functionality, content, features, and modules of the platform, or choose to discontinue or impose limits on certain features or restrict access to parts or all of the Services, at any time without notice.
3.3.2. Additionally, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), at our sole discretion and without notice. In the event of any disruption in service or interruptions, please send an email to our website for support and clarifications.
3.3.3. We will provide advance notice to you if there is a change to the Services resulting in an overall material decrease in functionality of the platform or changes to this Agreement by posting such changes on our website or via email. In such cases, you may terminate your subscription in accordance with Section 10.2 (Termination).

3.4 ) Temporary suspension of services 
3.4.1. We reserve the right to temporarily limit or suspend the Services, at our discretion, including to perform upgrades or maintenance of the platform.
3.4.2. Additionally, we hold the right to terminate access to the platform based on missed payments, as per the contractual agreements forwarded to you. By accessing the platform and/or subscribing or making other payments for the use of Floatchat, you agree to abide by the commercial terms and conditions of the contract, the usage Terms and Conditions listed in this document, and the Privacy Policy and Data Processing Agreement available on 

3.5 ) Unacceptable use of service 
3.5.1. By using the Services, you agree not to create or contribute any Content or User Submission or use the Services in a way that:

(a) Infringes on anyone else’s intellectual property rights or other rights, including Floatchat’s rights;
(b) Violates any law or regulation, including export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or objectionable in any other way;
(d) Endangers the security of your Floatchat account or anyone else’s account;
(e) Attempts to obtain the password, account, or other security information from any other user;
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
3.6.1. As explained in Section 2.2, you are responsible for your account credentials and any activity that occurs in your account, whether intentional or unintentional
3.6.2. If you notice any unauthorized activity in your account, you should immediately notify us by sending an email to our ID

3.7) System Maintenance 
3.7.1. You are responsible for maintaining and upgrading any operating systems or systems used to access the platform. Any issues caused by the use of older, legacy, or unsupported systems are your responsibility.

3.8 Compliance with Laws
3.8.1. You are required to comply with all applicable laws, including those related to the protection of personal information and data privacy.
3.8.2. You are solely responsible for obtaining any necessary consent from your users in accordance with applicable laws for the use of their personal information on our platform, in accordance with the general terms, privacy policy, and data processing agreement.

4 )  Data & Privacy Policy 

4.1 ) Data ownership 
4.1.1. As outlined in the Data Processing Agreement, you retain ownership of all data that you share with us. We are not responsible for assessing the integrity, quality, accuracy, or reliability of this data.
4.1.2. You acknowledge that you are responsible for any data that is provided or used on the platform. Additionally, any loss of data resulting from the downgrading or removal of a service within your account connected to the downgrade is your responsibility.

4.2 )  Copyrighted Material
Section 4.2  of our terms and conditions pertains to copyrighted material. We follow the Digital Millennium Copyright Act (DMCA) as online service providers, which means we must remove any content that is claimed to violate someone’s copyright.
We uphold the intellectual property rights of others and retain the authority to delete or disable any such content. We also reserve the right to terminate any accounts that are alleged to repeatedly infringe on copyright.

4.3)  Content Monitoring 
Section 4.3 of our terms and conditions pertains to content monitoring. Any information or content publicly posted or privately transmitted through the Services, as well as any process bots created using the platform, is solely the responsibility of the person who originated it. You access this information and content at your own risk, and we are not liable for any errors, omissions, damages, or losses you might incur in connection with it.
We cannot control how you interpret and use the content or what actions you may take as a result of being exposed to it. Therefore, we are not responsible for any liability arising from your acquisition or non-acquisition of content through the Services. We also cannot guarantee the identity of any users with whom you interact in using the Services, and we are not responsible for which users gain access to the platform.

4.4 ) Data Processing, access and backups 
Section 4.4 of our terms and conditions pertains to data processing, access, and backups. We may utilize the services of multiple sub-processors to provide the services. Any data collected by us through our services will be as defined by us in the Data Processing Agreement.
It is advisable for you to take all necessary backups of your data before requesting a downgrade or termination in service.

4.5 ) Privacy Policy 
In section 4.5 of our terms and conditions, we emphasize our commitment to protecting the privacy of our users. We take this responsibility very seriously. To review our latest privacy policy, please click on the provided link.
We want to assure you that we do not explicitly collect any personal information, such as age, gender, or address, unless you share it with us.

5) Subscriptions,  Payment and Billing 
5.1) Free Trial 
Our terms and conditions pertains to our Free Trial plan. We offer some basic functionalities of our services for free to users who register for this plan.
If you choose to sign up for our Free Trial plan, we will make the basic functionalities available to you free of charge on a trial basis. The trial will end on the earlier of (a) the expiration of the free trial period that applies to you; (b) the start date of any subscription that you purchase; or (c) termination of the trial by us at our sole discretion.

5.2)  Subscription Plans and Fees 
5.2.1. To access different features/services on the platform, you may need to choose and pay for specific subscription plans that we have designed and defined. The plans and pricing may change, subject to the terms and commercial agreement of any subscription plans signed by us with you, which will uphold over any pricing changes.
5.2.2. We have pre-set, tier-based subscription plans that have been structured based on multiple factors. For more details on the plans and their pricing, please follow this link.
5.2.3. You may choose a relevant subscription plan of your choice (or that is prescribed by us) by making an upfront payment of the prescribed fees. We have flexible billing plans, should you wish to make term-based payments. For subscription modifications, refer to section 
5.2.4. We reserve the right to change any or all of the subscription plan tiers, pricing, and features offered at any time and without prior notice.

5.3) Subscription Changes (Upgrade/Downgrade)
5.3.1. You may choose to upgrade or downgrade your subscription plan at any time during your subscription period by contacting us through our support channels.
5.3.2. If you choose to upgrade your subscription plan, you will be charged the prorated amount for the remainder of your current billing period at the new subscription plan rate. Your new subscription plan and billing cycle will begin immediately upon payment. 

5.3.6)  Plan Upgrade 
When you wish to upgrade your subscription plan, you can easily do so from the platform. After upgrading, you will have access to the benefits of the upgraded plan for the remaining days of your current billing cycle. Subsequent bills will be generated based on the new upgraded plan amount.

5.3.7)  Plan Downgrade 
Are you considering downgrading your subscription plan? Perhaps you no longer require the same level of service, or you want to save some money. Whatever your reasons may be, you can easily downgrade your plan on our platform. 

5.4 )  Subscription  Cancellation 
In the event that you wish to cancel your subscription, please note that all cancellations will be handled manually. You are entitled to cancel your account(s) at any time. To initiate the cancellation process, kindly contact us via email at our email id. 
We regret to inform you that no refunds will be provided for subscription cancellations as outlined in section 5.5 of our terms and conditions.
At Floatchat, we understand that circumstances may change, and we aim to provide you with the most efficient and effective service possible. Therefore, we strive to make the cancellation process as seamless as possible.

5.5) Refund Policy 
We would like to bring to your attention that we do not offer refunds for any remaining unused days upon cancellation of an existing subscription plan, as stated in section 5.5.1 of our terms and conditions.

5.6 ) Processing of Payments and Billing 
Section 5.6 – Payment Processing and Billing
At Floatchat, we reserve the right to use a third-party payment processor that is PCI-DSS compliant for all billing and payment receipts, as stated in section 5.6.1 of our terms and conditions.
If you have provided us with credit card information, it will be automatically charged for any modifications made to existing services or upon renewal, as outlined in section 5.6.2.
However, if you prefer not to process your payment via credit card, you may do so through bank/wire transfer/cheque. Please note that this can only be done upon your explicit request, which should be made in writing to us at contact@Floatchat.com, as stated in section 5.6.3.

5.7) Revision of Fees 
At Floatchat, we reserve the right to revise the service fees applicable for a paid plan or functionality at our sole discretion, as stated in section 5.7.1 of our terms and conditions.
Please note that the revised fees will only take effect from the next renewal date of your existing subscription plan, as outlined in section 5.7.2.We value transparency in our dealings with our customers, and we are committed to keeping you informed at all times. Therefore, you will be notified via email in the event of any revision of fees, as stated in section 5.7.3.

6 )  Disclaimer of  Warranty 

6.1) Risk 
At Floatchat, we want to ensure that our users are fully informed about the risks involved in using our services. Therefore, please read section 6.1 of our terms and conditions carefully.
6.1.1. Neither Floatchat, nor its licensors or suppliers, make any representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. We are not responsible for any links to third party websites from the Service and the inclusion of any link does not imply an endorsement of a third party website or service by us.
6.1.2. We provide the Services and Content on an “as-is” basis, without any warranties, either express or implied. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, or that the use of the Services will be uninterrupted or error-free. Floatchat (and its licensors and suppliers) shall not be liable for any damages arising from the use of the Services or Content.
6.1.3. You understand that any use of the Services is at your own risk. While we make every effort to ensure that our software is free from bugs and errors, we cannot guarantee the performance of the Services, that the Services will operate uninterrupted or error-free, or that the Services will operate in accordance with any accompanying documentation.

6.2 ) Use of Internet 
6.2.1. Our Services are delivered through the Internet and rely on the proper functioning of the Internet and telecommunications infrastructure, as well as your Internet connection. We have no control over these factors, and therefore cannot guarantee uninterrupted or error-free service.
6.2.2. We do not warrant that the Services will be available at all times and locations or that you will be able to access or use the Services at your preferred location and time.

 7)  Liability Limits 

1. We, Floatchat (or our licensors or suppliers), will not be held liable for any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction. Al. Please note that some states may not allow the exclusion or limitation of certain damages, so this limitation and exclusions may not apply to you.

7.2. We will not be liable for any indirect, consequential, exemplary, incidental, special, or punitive damages, including loss of profits.
7.3. Except as stated in section 7.1, Floatchat and its affiliates, officers, licensors, and/or contractors will not be liable for any indirect, incidental, special, or consequential damages, even if advised of the possibility of such damages. If a state does not permit the exclusion or limitation of liability as set forth herein, our liability is limited to the full extent permitted by law in such state.

8 ) Indemnity 
 You agree to protect and compensate us, as well as our affiliates, officers, agents, employees, and partners, to the fullest extent permitted by applicable law, from any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or related to any third party claims resulting from
(a) your use of the Services (including any actions taken by a third party using your account, as mentioned in Section 3.5),
(b) your violation of these Terms, or
(c) your infringement upoany intellectual property or other proprietary right of any person or entity.
8.2. If there is such a claim, lawsuit, or action (“Claim”), we will try to provide notice of the Claim to the contact information we have for your account (but failure to deliver such notice will not eliminate or reduce your indemnification obligations under these Terms).

9)  Ownership 
9.1)  Intellectual Property 
Section 9.1 of the agreement pertains to intellectual property. It states that the content available on or through the Services, such as text, graphics, images, and User Submissions, is protected by copyright and other intellectual property laws. You must respect all copyright notices, trademark rules, and restrictions contained in any Content you access through the Services. You may not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit any Content not owned by you without the owner’s prior consent or in a way that violates someone else’s rights, including Floatchat’s rights.
The agreement also acknowledges that Floatchat owns the Services, and you may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided), create derivative works based on, or otherwise exploit any of the Services. Although the Services may allow you to copy or download certain Content, all of the restrictions above still apply.

9.2 )  User Submissions 
9.2.1. Anything that you or your users post, upload, share, store or otherwise provide through the Services, including any process bots that you create and/or communicate with through the Services, is considered your “User Submission.”
9.2.2. Some User Submissions can be viewed by other users. In order to display your User Submissions on the Services and allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.
9.2.3. For all User Submissions, you grant us a license to translate, modify (for technical purposes, for example, making sure your content is viewable on an Android device as well as a desktop), reproduce, and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected
9.2.4. If you store a User Submission in your own personal Floatchat account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant us the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
9.2.5. If you share a User Submission only in a manner that only certain specified users can view; for example, a private message to a process bot (a “Limited Audience User Submission”), then you grant us the licenses above, as well as a license to display, perform, and distribute your Limited Audience User

10) Terms 
10.1 Effective Date Of Terms 
10.1.1. These Terms constitute a legally binding agreement between you and us.
10.1.2. The Terms come into effect on the date of first access or use of the Floatchat platform or website by a customer or user and remain in effect until terminated by either party in accordance with Section 10.2.

10.1.3. This Agreement remains in effect until it is terminated by you or us.
10.1.4. Any Additional Services subscribed to after termination will be subject to the license terms and conditions applicable during the Subscription Period chosen during registration or upgrade. To renew the Subscription Period, an additional license fee as set forth on the Floatchat website must be paid. This renewal fee may be automatically charged to the credit card that was used for the initial payment.
10.2 ) Termination by you 
10.2.1. You have the freedom to discontinue using the Services at any time. You only need to notify us by sending an email to our email id
10.2.2. If you wish to terminate this Agreement, you can do so by notifying Floatchat of your intent. You can send an email to our email id  to communicate your decision to terminate. Your termination becomes effective upon Floatchat’s receipt and processing of the email, which may take up to 24 hours.
10.2.3. Any Additional Services subscribed to after termination will be subject to the license terms and conditions applicable during the Subscription Period chosen during registration or upgrade. The relevant fees must be paid before you can access these services.

10.3 ) Termination By Floatchat 
Under the Floatchat Terms and Conditions, the company has the right to terminate or suspend your account or access to its services for any reason at its discretion. This means that if Floatchat decides that you’re in violation of any of its policies, including those set forth in Section 3.5, it may terminate your account or access to its services.
Additionally, Floatchat has the sole right to determine whether you’ve breached any of its restrictions, and if so, whether to terminate your account or access to its services. This policy makes it clear that Floatchat takes its Terms and Conditions seriously and expects all of its users to comply fully with them.

10.4 ) Refunds On Termination 
If your Floatchat account is terminated, cancelled, or downgraded, you should be aware that there are no refunds available. This policy is outlined in Section 5.5 of the Floatchat Terms and Conditions and applies regardless of the cause of termination.

11)  General  11.1 Jurisdiction (11.1.1 ) The Floatchat Terms and Conditions are subject to the laws of the United States of America, without regard to conflicts of law provisions. Any disputes arising from or relating to these Terms will be settled in the United States, in English. The arbitrator’s award may be entered in any court of competent jurisdiction.
11.1.2 )  However, both parties retain the right to pursue injunctive or other equitable relief at any time from any court of competent jurisdiction. For all purposes of this Agreement, the parties agree to exclusive jurisdiction and venue in Texas, United States.
11.2 )  Force Majeure 
Floatchat will not be held liable for any failure or delay in performance of its obligations due to unforeseeable and irresistible events, also known as Force Majeure. Examples of such events include but are not limited to DOS attacks, strikes, shortages, riots, fires, acts of God, failure by a third party hosting or utility provider, war, terrorism, and government actions.
11.3 )  Notice 
Floatchat may send notices to the customer’s email contact points as provided by the customer in accordance with these Terms. For any notices that you need to send, you can do so by sending an email to our email id. Please note that all notices will be considered received 24 hours after they have been sent.
If you have any questions, notices, demands, or requests related to this Agreement, please submit them in writing to our email id.
11.4  )  Assignment and Successor 
You are not allowed to assign, delegate, or transfer these Terms, your Services account, or your rights or obligations under these Terms without Floatchat’s prior written consent. On the other hand, we reserve the right to transfer, assign, or delegate these Terms and our rights and obligations without your consent.
Both parties agree that these Terms will be binding upon and will benefit their respective successors and assigns.
11.5 )  Amendments 
11.5.1. We are constantly working to improve our platform and as a result, the Terms may be subject to change.
11.5.2. We reserve the right, and may amend, the Terms of this agreement and related services offered under this agreement (including license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services) at any time, at our sole discretion, without notice.
11.5.3. In case of any such amendments, we will notify you through email, post on the Floatchat website, and/or by some other means, as far as possible.
11.5.4. The amendments made will be effective immediately after posting. Your continued use of the Services after the amendment constitutes your acceptance of the same.
11.5.5. If you do not agree with the new Terms, you are free to reject them. Unfortunately, that means you will no longer be able to use the Services.
11.6 )  Waiver 
11.6.1. Any waiver, delay, or discharge of a party’s rights and obligations will only be valid if it is in writing and signed by an authorized representative of the party against which its enforcement is sought. The failure of either party to exercise any right of termination or waiver of any default will not be considered a waiver of the rights granted in the Agreement with respect to any subsequent or other default.
11.6.2. If we fail to enforce any accrued rights under these Terms & Conditions, it will not be interpreted as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.
11.7 )  Severability
11.7.1. Each paragraph, sub-paragraph, and clause of these Terms & Conditions is independent and should be read and understood as such. If any part of this agreement or its paragraphs, sub-paragraphs, or clauses is found to be invalid, it will not affect the remaining paragraphs, sub-paragraphs, and clauses.
11.7.2. If a court of competent jurisdiction declares any provision of the Agreement to be invalid, void, or unenforceable, the remaining provisions of the Agreement will remain valid and enforceable. If the removal of the provision affects the substantive rights of a party, the parties agree to replace the provision with a new provision that achieves similar economic and proprietary results as originally intended by the parties. \

12)  Entire Agreement 
12.1. The Agreement, along with the Privacy Policy, Data Processing Agreement, and all other attached Schedules, constitutes the complete and exclusive agreement and understanding between the parties regarding the subject matter of the Agreement.
12.2. The Agreement supersedes all previous agreements, understandings, and arrangements related to the subject matter. No representation, undertaking, or promise made before the Agreement will be effective or valid, except as expressly stated in the Agreement.

13)  Acceptance Signature 

Please read and understand this agreement carefully before using or accepting the services. By using, applying for, or accepting the services, you agree to be bound by the terms and conditions of this agreement. If you do not agree to this agreement, do not use the services.

Addendum  –  Floatchat Data Processing Agreement 
This addendum is an extension of the agreement between the parties as defined in the Floatchat Customer Terms of Service. The duration of this data processing agreement will run concurrently with the Agreement. Terms that are not defined in this addendum will be defined as per the Agreement. The terms and conditions of the Agreement will remain effective, except as modified below. The parties agree to the terms outlined in this addendum as an addition to the Agreement. Any references to the Agreement in this addendum refer to the Agreement including this addendum.

• Definitions In this Addendum, the following terms have the meanings set out below and related terms are understood accordingly:

1. “Applicable Laws” refers to European Union or Member State laws that apply to any Company Personal Data governed by EU Data Protection Laws or any other applicable law that applies to any Company Personal Data governed by any other Data Protection Laws.
2. “Company Affiliate” means an entity that is owned or controlled by, owns or controls, or is under common control or ownership with the Company
   “Company Group Member” refers to the Company or any Company Affiliate.
3. Company Personal Data” refers to any Personal Data that a Contracted Processor Processes on behalf of a Company Group Member pursuant to or in connection with the Agreement.
4. “Contracted Processor” refers to the Vendor or a Subprocessor.
   “Data Protection Laws” refer to EU Data Protection Laws and, if applicable, the data protection or privacy laws of any other country
5. “EEA” means the European Economic Area.
6. “EU Data Protection Laws” refer to EU Directive 95/46/EC, as transposed into domestic legislation of each Member State, and as amended, replaced, or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
7. “GDPR” refers to EU General Data Protection Regulation 2016/679.
8. “Restricted Transfer” refers to the transfer of Company Personal Data from any Company Group Member to a Contracted Processor, or an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor, where such transfer would be prohibited by Data Protection Laws or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws in the absence of the Standard Contractual Clauses established under section 12 below.
9. “Services” refers to the services and other activities that Vendor provides or carries out on behalf of Company Group Members under the Agreement.
10. “Standard Contractual Clauses” refer to the contractual clauses set out in Annex 2, amended as indicated (in square brackets and italics) in that Annex and under section 13.4.
11. “Subprocessor” refers to any person, including any third party and any Vendor Affiliate, but excluding an employee of Vendor or any of its sub-contractors, appointed by or on behalf of Vendor or any Vendor Affiliate to Process Personal Data on behalf of any Company Group Member in connection with the Agreement.
12. “Vendor Affiliate” means an entity that is owned or controlled by, owns or controls, or is under common control or ownership with the Vendor.

1. “Vendor” refers to Floatchat Technologies Inc., owners of the platform Floatchat.
2. The terms “Commission,” “Controller,” “Data Subject,” “Member State,” “Personal Data,” “Personal Data Breach,” “Processing,” and “Supervisory Authority” have the same meaning as in the GDPR, and related terms are understood accordingly.

2 )  Processing of company personal data 

1. Vendor and each Vendor Affiliate must not process Company Personal Data except on documented instructions from the relevant Company Group Member, except when Processing is required by Applicable Laws, in which case Vendor or the relevant Vendor Affiliate must inform the relevant Company Group Member of that legal requirement before the Processing of that Personal Data.

1. Each Company Group Member instructs Vendor and each Vendor Affiliate (and authorises Vendor and each Vendor Affiliate to instruct each Subprocessor) to Process Company Personal Data and transfer it to any country or territory as necessary for the provision of the Services and consistent with the Agreement.
2. Annex 1 to this Addendum contains information regarding the Contracted Processors’ Processing of the Company Personal Data, as required by article 28(3) of the GDPR (and possibly equivalent requirements of other Data Protection Laws). Company may make reasonable amendments to Annex 1 by written notice to Vendor from time to time as necessary to meet those requirements. Nothing in Annex 1 confers any right or imposes any obligation on any party to this Addendum.

3)   Vendor and Vendor Affiliate Personal 
Vendor and any Vendor Affiliate must take appropriate measures to ensure that any employee, agent, or contractor of any Contracted Processor who may have access to the Company’s Personal Data is trustworthy. Access to the relevant Personal Data should be strictly limited to those individuals who require it for the purposes of the Agreement and in compliance with Applicable Laws in the context of the individual’s duties to the Contracted Processor. Vendor and any Vendor Affiliate must ensure that all such individuals are bound by confidentiality agreements or other professional or statutory obligations of confidentiality.

4)  Security 
Vendor and each Vendor Affiliate must ensure the security of Company Personal Data by implementing appropriate technical and organizational measures. These measures must be appropriate to the level of risk involved, taking into account the state of the art technology being used, the costs of implementation, and the nature, scope, context, and purposes of Processing. The measures referred to in Article 32(1) of the GDPR should be implemented, where appropriate. When assessing the appropriate level of security, Vendor and each Vendor Affiliate must take into account the risks presented by Processing, particularly from a Personal Data Breach.

5)  Subprocessing 

1. Vendor and each Vendor Affiliate are authorized to appoint Subprocessors in accordance with this section 5 and any restrictions in the Agreement.
2. Vendor and each Vendor Affiliate may continue to use Subprocessors already engaged as of the date of this Addendum, subject to meeting the obligations set out in section 5.4.
3. Vendor must provide Company with prior written notice of any new Subprocessor, including full details of the Processing to be undertaken. If Company notifies Vendor in writing of any objections within 30 days, Vendor cannot appoint that Subprocessor until reasonable steps have been taken to address the objections.
4. With respect to each Subprocessor, Vendor or the relevant Vendor Affiliate must:
5. Conduct adequate due diligence before the Subprocessor first Processes Company Personal Data to ensure it is capable of providing the required level of protection for Company Personal Data.
6. Ensure the arrangement between Vendor/Vendor Affiliate and the Subprocessor is governed by a written contract that provides at least the same level of protection for Company Personal Data as this Addendum and meets the requirements of article 28(3) of the GDPR.
7. If the arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses are incorporated into the agreement or that the Subprocessor enters into an agreement incorporating the Standard Contractual Clauses with the relevant Company Group Member(s) before processing Company Personal Data.
8. Provide Company with copies of the Contracted Processors’ agreements with Subprocessors for review.
9. Vendor and each Vendor Affiliate must ensure each Subprocessor performs the obligations as if it were party to this Addendum in place of Vendor.

6 )  Data Subject Rights 
This clause outlines the obligations of the Vendor in assisting the Controller in responding to requests from individuals (Data Subjects) who wish to exercise their rights under the Data Protection Law. The assistance provided by the Vendor should be reasonable and appropriate to the nature of the Processing being carried out.
The Data Subject rights that are covered by this clause include the right to access, rectify, restrict, delete, or obtain a copy of their Personal Data. The Vendor will assist the Controller in responding to these requests to the extent permitted by law.

7) Personal Data Breach 
This clause outlines the obligations of the Vendor in the event of a Personal Data Breach affecting the Personal Data of the Company. The Vendor must notify the Company without undue delay as soon as they become aware of the breach. This notification should include sufficient information to enable the Company to comply with their obligations to report the breach to relevant authorities and inform affected Data Subjects, in accordance with the Data Protection Laws.
Additionally, the Vendor is required to cooperate with the Company and each of its Group Members in investigating and remedying the breach. The Vendor must take reasonable commercial steps as directed by the Company to assist with the investigation, mitigation, and remediation of the breach.

8)  Data Protection Impact Assessment & Prior Consultation.
This clause specifies that the Vendor and its affiliates are obligated to provide reasonable assistance to each member of the Company Group in carrying out data protection impact assessments and prior consultations with relevant authorities. These assessments and consultations are required by Article 35 or 36 of the GDPR or similar provisions under other data protection laws.
The assistance provided by the Vendor and its affiliates is limited to the Processing of Company Personal Data carried out by the Contracted Processors, and takes into account the nature of the Processing and the information available to the Contracted Processors.

9)  Deletion or return of company personal data 
This clause outlines the obligations of the Processor with regard to the handling of Company Personal Data after the termination or expiry of the Agreement. The Processor is required to return or delete all Personal Data processed pursuant to the DPA, except to the extent that such retention is necessary to comply with Data Protection Law.
The deletion or return of Personal Data must be carried out within a reasonable timeframe, which will depend on the specific circumstances of the processing. If the Processor is unable to delete Personal Data due to technical or other reasons, they must apply measures to ensure that the data is blocked from any further processing.

10 ) Audit 

1. Upon request, each Vendor and its Affiliates must provide the necessary information to any Company Group Member to demonstrate compliance with this Addendum. In addition, they must allow and cooperate with any Company Group Member or auditor appointed by a Company Group Member to carry out audits, including inspections, related to the processing of Company Personal Data by the Contracted Processors.
2. The Company Group Members’ information and audit rights under section 10.1 only apply to the extent that the Agreement does not already provide them with the necessary information and audit rights that meet the relevant requirements of Data Protection Law, including Article 28(3)(h) of the GDPR if applicable.
3. If a Company or its Affiliate conducts an audit, they must provide reasonable notice to the Vendor or its Affiliate, and take reasonable measures to avoid causing any damage, injury or disruption to the Contracted Processors’ premises, equipment, personnel, or business while their personnel are on site for the audit. The Contracted Processor is not required to grant access to its premises for the purpose of an audit or inspection in the following cases:
4. If the individual does not provide reasonable evidence of identity and authority.
5. If the audit or inspection is conducted outside of normal business hours, unless it is an emergency and the Company or its Affiliate conducting the audit has notified the Vendor or its Affiliate in advance.
6. If the number of audits or inspections in a calendar year exceeds one, unless additional audits or inspections are required due to legitimate concerns about the Vendor’s or its Affiliate’s compliance with this Addendum, or if it is required or requested by Data Protection Law, a Supervisory Authority, or any similar regulatory authority responsible for enforcing Data Protection Laws in any country or territory. If there are such concerns or requirements, the Company or its Affiliate conducting the audit must include them in the notice to the Vendor or its Affiliate.

11) Restricted Transfers 
Each Company Group Member and Contracted Processor agree to enter into the Standard Contractual Clauses for any Restricted Transfer of data from the Company Group Member to the Contracted Processor, subject to section 11.3. The Company Group Member is considered the “data exporter,” and the Contracted Processor is considered the “data importer.”
The Standard Contractual Clauses will come into effect under section 11.1 on the later of:

1. The data exporter becoming a party to them;
2. The data importer becoming a party to them; and
3. Commencement of the relevant Restricted Transfer.

Section 11.1 does not apply to a Restricted Transfer unless, together with other reasonably practicable compliance steps (excluding obtaining consents from Data Subjects), it enables the Restricted Transfer to occur without violating applicable Data Protection Laws.

12) General Terms 

1. Floatchat will comply with GDPR requirements specified in this Addendum in providing Subscription Services. However, this does not reduce Vendor’s or any Vendor Affiliate’s obligations to protect Personal Data under the Agreement or allow them to process or permit the processing of Personal Data in a way prohibited by the Agreement. In case of conflict between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail.
2. In case of any inconsistency between the provisions of this Addendum and any other agreement between the parties, including the Agreement, this Addendum’s provisions shall prevail concerning the subject matter of this Addendum. This applies to agreements entered into after the date of this Addendum, except when explicitly agreed otherwise in writing and signed on behalf of the parties.
3. If any provision of this Addendum is found to be invalid or unenforceable, the remainder of the Addendum shall remain valid and enforceable. The invalid or unenforceable provision shall either be amended to ensure its validity and enforceability while preserving the parties’ intentions as closely as possible, or it shall be construed as if the invalid or unenforceable part had never been included.

Standard Contractual Clause

These are the Standard Contractual Clauses for transferring personal data to processors in third countries that do not ensure an adequate level of data protection, in accordance with Article 26(2) of Directive 95/46/EC. The parties involved are the Customer (defined in the Floatchat Customer Terms of Service) as the “data exporter” and Floatchat Technologies Inc. as the “data importer”. The purpose of these Clauses is to establish adequate safeguards for the protection of individuals’ privacy and fundamental rights and freedoms when transferring personal data specified in Appendix 1 from the data exporter to the data importer.

Clause 1 – Definitions 
This clause provides definitions for terms used in the following Contractual Clauses. These definitions include standard terms used in the European Union’s Directive 95/46/EC, such as “personal data,” “process/processing,” “controller,” “processor,” “data subject,” and “supervisory authority.” The clause also defines terms specific to these Clauses, such as “Data Exporter” (the controller who transfers the personal data), “Data Importer” (the processor who agrees to receive the personal data), and “Subprocessor” (any processor engaged by the Data Importer). The clause also defines “applicable data protection law” as the legislation protecting fundamental rights and freedoms of individuals in the Member State in which the Data Exporter is established, and “technical and organizational security measures” as measures to protect personal data against unlawful processing.

Clause 2 –  Details of Transfer
Clause 2 of the Standard Contractual Clauses states that the details of the transfer of personal data, including any special categories of personal data, are outlined in Appendix 1. This appendix is an essential part of the Clauses and should be reviewed and agreed upon by both parties. 

Clause 3 
Third party beneficiary clause This clause outlines the third-party beneficiary rights of the data subject. It states that the data subject can enforce certain clauses of the contract against the data exporter, data importer, and subprocessor. Specifically, the data subject can enforce Clause 4(b) to (i), Clause 5(a) to (e) and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as a third-party beneficiary against the data exporter. The data subject can also enforce Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12 against the data importer if the data exporter has disappeared or ceased to exist. Additionally, the data subject can enforce these clauses against the subprocessor in cases where both the data exporter and data importer have disappeared or become insolvent, but only for the subprocessor’s own processing operations under the Clauses.

Clause 4 – Obligations 
(a) The data exporter must ensure that the transfer and processing of personal data comply with the relevant provisions of the applicable data protection law, and that such compliance has been notified to the relevant authorities if required by law.
(b) The data exporter must instruct the data importer to process the personal data only on its behalf and in accordance with the applicable data protection law and the Clauses.
(c) The data importer must provide sufficient guarantees regarding technical and organizational security measures specified in Appendix 2 to the contract.
(d) The data exporter must assess the requirements of the applicable data protection law to ensure that the security measures are appropriate to protect personal data against accidental or unlawful destruction, alteration, unauthorized disclosure, or access, especially when data is transmitted over a network. The data exporter must also ensure that the security measures are appropriate to the risks presented by the processing and the nature of the data to be protected, considering the state of the art and the cost of implementation.

Clause 5 – Obligations of data importer 
Clause 5 of the data protection agreement sets out a range of obligations and warranties that the data importer must abide by. These include processing the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses. If the data importer cannot provide such compliance for whatever reasons, it agrees to inform the data exporter promptly of its inability to comply. This could result in the suspension of the transfer of data and/or termination of the contract.The data importer must also ensure that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract. In the event of a change in this legislation, which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware.

Clause 6  Liability 
Clause 6 of the data protection agreement states that both parties agree that if any data subject has suffered damage as a result of a breach of the obligations outlined in Clause 3 or Clause 11 by either party or a subprocessor, they are entitled to receive compensation from the data exporter for the damage that they have suffered.

Clause 7  Mediation and Jurisdiction 
Clause 7 of the data protection agreement stipulates that if a data subject asserts third-party beneficiary rights and/or claims compensation for damages under the Clauses against the data importer, the data importer agrees to abide by the decision of the data subject to either:
(a) Resolve the dispute through mediation, conducted by an impartial third-party or, where applicable, by the supervisory authority.(b) Take the dispute to court in the Member State where the data exporter is based.

Clause 8 – Cooperation with supervisory authorities 

• The data exporter agrees to provide a copy of the contract to the supervisory authority if it requests or if it is required by the applicable data protection law.
• Both parties agree that the supervisory authority has the right to conduct an audit of the data importer and any subprocessor. This audit would have the same scope and conditions as would apply to an audit of the data exporter under the relevant data protection law.
• The data importer is obligated to promptly inform the data exporter if any legislation applicable to it or a subprocessor prevents an audit of the data importer or subprocessor, as outlined in paragraph 2. In such cases, the data exporter is entitled to take the measures outlined in Clause 5(b).

 Clause 9 –  Governing Law
Clause 9 of the data protection agreement states that the Clauses will be governed by the law of the Member State where the data exporter is established.

Clause  10 –  Variation of the contract 
Clause 10 of the data protection agreement states that the parties agree not to vary or modify the Clauses. However, they may add clauses on business-related issues if necessary, as long as those clauses do not contradict the existing Clauses.

Clause 11 –  Subprocessing 

• The data importer cannot subcontract any processing operations without the prior written consent of the data exporter.
• If the data importer subcontracts with the consent of the data exporter, it must ensure that the subprocessor agrees to the same obligations as the data importer under the Clauses. If the subprocessor fails to meet these obligations, the data importer remains fully liable to the data exporter for the subprocessor’s actions.
• The contract between the data importer and the subprocessor must include a third-party beneficiary clause for cases where the data subject is unable to bring a claim against the data exporter or importer. The subprocessor’s liability is limited to its own processing operations.
• The data protection provisions related to subprocessing are governed by the law of the Member State in which the data exporter is located.

Clause 12 –  Obligation after termination  of personal data 
After the termination of data-processing services, the data importer and subprocessor shall either return all personal data and copies to the data exporter or destroy them, as chosen by the data exporter. If any legislation prohibits the data importer from returning or destroying all or part of the personal data, it will ensure the confidentiality of the transferred data and will no longer process it. The data importer and subprocessor also guarantee that they will allow an audit of their data-processing facilities upon request from the data exporter or supervisory authority to verify compliance with these obligations.

Appendix 1 
This Appendix is a part of the Standard Contractual Clauses and may be completed or specified by Member States according to their national procedures. The Appendix provides additional necessary information about the data transfer covered under the Clauses.

1. Data exporter: The data exporter is the Customer, as defined in the Floatchat Customer Terms of Service Agreement.
2. Data importer: The data importer is Floatchat Technologies Inc., a global provider of RPA platform and customer engagement software.
3. Data subjects: The categories of data subjects are set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.
4. Categories of data: The categories of personal data are set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.
   Special categories of data (if appropriate): The parties do not anticipate the transfer of special categories of data.

Appendix 2 
This is Appendix 2 to the Standard Contractual Clauses and describes the technical and organizational security measures that Floatchat Technologies Inc., the data importer, has implemented in accordance with Clauses 4(d) and 5(c):
Hosting: Floatchat hosts its platform and services on outsourced sub processors who adhere to strict physical and environmental guidelines. Floatchat maintains contractual relationships with such vendors to provide the Service in accordance with the Data Processing Agreement.
Authentication: Customer data is stored in multi-tenant systems whose access is provided via the platform via user interface or application programming interface. Authentication mechanisms are put in place for such access with a defined policy for passwords. Floatchat’s authorization model enforces that only users with specified access can use the platform.
Access controls and monitoring: Network access control mechanisms are enabled to prevent access to unauthorized protocols keeping the underlying platform safe. Floatchat has systems in place to detect and notify abnormal network activity patterns. Floatchat also performs periodic vulnerability detection scans to determine system risks.
Platform Data Access: A limited subset of Floatchat’s employees has access to the customer data who have abided by the company’s Non-Disclosure Agreements. Such access is controlled and secured by two-factor authentication. A review is done at least twice a year to determine the roles and individuals requiring such access.
Background Checks: All Floatchat employees undergo background checks prior to the acceptance of their employment offer under the prevailing legal guidelines. All employees are required to act in a manner consistent with the company’s policies, non-disclosure and other contractual requirements.
Data Transmission: All network communication on the platform happens over secured HTTPS protocol. Floatchat follows industry standard implementation for HTTPS. 
Data at Rest: Floatchat secures the data by using industry-standard encryption.
Detection: Floatchat logs data around platform access and usage, which includes alerting systems that would trigger in case of unintended or malicious use of the platform
Security Incidents: An incident log is maintained of every incident where abnormal platform use or data access is determined, including details and impact. On every incident, an impact analysis is performed, and steps are taken to limit the damage to systems and unauthorized access.
Communication: If Floatchat becomes aware of unlawful access to customer data, Floatchat agrees to notify the customers of the incident. It also communicates information about the incident and steps taken for its resolution. Notification for such incidents will be sent to individual customers or such groups having been affected by the incident over email and/or phone or a medium Floatchat deems fit.
Availability: Floatchat, via its infrastructure providers, ensures a platform availability of 99.9% availability of the platform and supporting systems.
Backups: Data backups are taken for customer data and configurations at regular intervals.The periodicity of such backups may change without affecting the terms of the agreement.