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Effective date August 1, 2021

BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP, OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN AND BIND SUCH ENTITY TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED IN THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Modifications to this Agreement

Chattigo may modify this Agreement from time to time. Unless otherwise specified by Chattigo, changes become effective for the Customer upon renewal of the then-current Subscription Term or upon submission of a new Service Order Form after the updated version of this Agreement becomes effective. Chattigo will make all reasonable efforts to notify the Customer of changes through communications via the Customer Account, email, or other means. The “Effective Date” of this Agreement is the date prior to (a) the Customer’s initial access to any Service through any provisioning, registration, or online ordering process, or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern the Customer’s initial purchase on the Effective Date, as well as any future purchases made by the Customer that reference this Agreement. These Terms of Service (the “Agreement”) are entered into between chattigo Inc., a Delaware corporation (“chattigo” or “Provider”), and the person or entity placing an order or accessing the Service (“Customer” or “You”). In consideration of the terms and conditions set forth below, the parties agree to the following:

Provision of service.

Chattigo will make the Services and Software available to the Customer in accordance with this Agreement, the Supplemental Terms (where applicable), and the Documentation, and will provide such Services in accordance with this Agreement, including the DPA, the BAA (if applicable), the Privacy Notice, and all laws and government regulations applicable to Chattigo's business, during each Subscription Term. During the Subscription Term, Chattigo grants the Customer a limited, non-exclusive right to access and use the Services and Software solely for its internal business purposes, up to the number of Users included in the Service Plan or as indicated on the subscription form, including the right to download, install, and use the Mobile Applications in connection with the authorized use of the Services.

Client Responsibilities

• 1. Customer Account. The Customer may be required to register for an Account to place orders or access or receive the Services. The Customer agrees to keep their Account information current, accurate, and complete so that chattigo can send notices, statements, and other information to the Customer via email or through their Account, notifications which will be subject to this Agreement and the Privacy Notice. The Customer will be responsible for maintaining the confidentiality of the User's login information and credentials for accessing the Services and will notify chattigo immediately of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which the Customer becomes aware. chattigo and its affiliates will not be liable for any damages or losses that may result from the Customer's failure to comply with the foregoing obligations.
• 2. Usage Restrictions. The Client agrees not to use chattigo Technology (as defined below) to: (i) process data on behalf of any third party other than the Client's Users and End Users; (ii) send unsolicited communications, junk mail, spam, or other forms of duplicate or unsolicited messages in violation of spam or other laws; (iii) engage in illegal conduct, including, but not limited to, violating the privacy or publicity rights of any person; (iv) store or transmit any content that infringes the intellectual property rights of any third party; (v) interfere with or disrupt the integrity or performance of the Services and their components; (vi) post, transmit, upload, link, send, or store any content that is illegal, racist, hateful, abusive, defamatory, obscene, or discriminatory; (vii) post, transmit, upload, link, send, or store viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (viii) track cookies, ad exchanges, ad networks, data brokering, or send electronic communications (including email) in violation of applicable law. In addition, the Customer shall not: (ix) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, or commercially exploit or make the chattigo Technology available to any third party other than Users and End Users, and then only to further its permitted business purposes as expressly allowed by this Agreement; (x) modify, adapt, or hack the chattigo Technology or gain or attempt to gain unauthorized access to the chattigo Technology, its systems, or related networks; (xi) falsely imply any sponsorship of or association with chattigo; (xii) decompile, reverse engineer, disassemble, reproduce, or copy, or access or discover the source code or underlying program of any part of the chattigo Technology. Without limiting the foregoing,

Client details

Use of Customer Data. Between the parties, the Customer and its licensors retain all rights, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made to it in the course of operating the chattigo Technology. Subject to the terms of this Agreement, the Customer grants chattigo and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data only to the extent necessary to provide the Services, the Software, the Mobile Applications, and to perform all obligations to the Customer under this Agreement, or as required by law. The Customer is solely responsible for the accuracy, content, and legality of all Customer Data. The Customer warrants that it has and will have sufficient rights in and to the Customer Data to grant chattigo the rights under this Agreement. The Customer agrees not to upload any Customer Data containing electronic patient health information or records (“ePHI”) unless the Customer has entered into a Business Partner Agreement with chattigo, which will govern the respective obligations of the parties with respect to any ePHI uploaded by the Customer to the Services, Software, or Mobile Applications (“BAA”). Upon the mutual execution of a BAA, the BAA is incorporated by this reference into this Agreement and is subject to its terms. If the Customer is permitted to send ePHI data to the Service, Software, or Mobile Application, then the Customer may send such data to chattigo and/or the Service only by uploading it as Customer Data. Unless a BAA exists, chattigo will have no liability under this Agreement for ePHI provided by the Customer or any User or End User, notwithstanding any provision to the contrary in this Agreement or in HIPAA or any similar federal or state law, rule, or regulation. The Customer agrees not to upload credit card holder data to the Service, Software or Mobile Application unless the Customer's contract form expressly states that the Customer is purchasing the PCI compliant version of such offers.

Data security

The parties will comply with the terms of the Data Processing Appendix (“DPA”), which is incorporated into this Agreement by this reference, with respect to the provision and processing of Personal Data as defined in the DPA. Chattigo will use appropriate technical and organizational measures within the Services to protect Customer Data from unauthorized access, processing, loss, or disclosure. Chattigo’s measures are designed to provide a level of security appropriate to the risk of processing Customer Data within the Services. The Customer understands that Chattigo and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, including the DPA, and the Privacy Notice.

Intellectual Property

• 1. Proprietary Rights. Customer Data is considered confidential Customer Information under this Agreement. The Customer and its licensors retain all rights, title, and interest in and to the Customer Data and all Confidential Customer Information provided under this Agreement, and chattigo acquires no rights thereto, except for the rights expressly granted in this Agreement and the Privacy Notice. chattigo and its licensors retain all rights, title, and interest in and to the chattigo technology. The Customer acknowledges that the Services are offered as online-hosted solutions, and that the Customer has no right to obtain a copy of the underlying computer code for any Service, except (if applicable) for any downloadable Software, in object code format. chattigo may freely use and incorporate into chattigo's products and services any suggestions, requests for improvements, recommendations, corrections, or other feedback provided by the Customer or any User or End User relating to chattigo's products or services. Comments and any other suggestions are provided by the Client exclusively “AS IS”, at their sole discretion, and chattigo will not use them in any way that identifies or allows the identification of the Client, its Affiliates, Users or End Users.
• 2. Usage Data. Usage Data includes, but is not limited to, query logs and any data (other than Customer Data) related to the operation, support, and/or use of the Customer's Services, Software, chattigo websites, chattigo APIs, or chattigo marketplace (“Usage Data”). Notwithstanding any provision to the contrary in this Agreement, chattigo may collect and use Usage Data to develop, improve, support, and operate its products and services. chattigo will not share Usage Data, including Customer's Confidential Information, with any third party, except (i) in accordance with Section 7 (Confidentiality) of this Agreement, or (ii) to the extent that the Usage Data is aggregated and anonymized in such a manner that the Customer and the users and end users cannot be identified.
• 3. Updates. Chattigo may update the Services and Software from time to time, and the Customer may receive notifications of Updates. Any Update to the Services and Software is subject to this Agreement. The Customer agrees that the purchase of the Services and Software is not contingent upon the delivery of any future functionality or features, nor dependent on any public oral or written comments made by Chattigo regarding future functionality or features.
• 4. Other Services. Certain other services, such as third-party applications, are available to the Customer through the Marketplace (currently located at https://www.chattigo.com) or other forums (“Third-Party Services”). These Third-Party Services may be integrated with the Services and are not licensed by chattigo under this Agreement, but are governed by the third-party provider’s terms and conditions and accompanying privacy policies, which the Customer must accept separately. By enabling Third-Party Services, the Customer understands and agrees that chattigo is not responsible for the Customer’s use of these Third-Party Services, nor does it offer any warranty for these Third-Party Services. chattigo is not liable for any damage or loss caused or allegedly caused by or in connection with the Customer’s enabling, accessing, or using such Third-Party Services, or the Customer’s reliance on the privacy practices, data security processes, or other policies of such Third-Party Services.

Rates and payment

• 1. Fees and Payment. All charges associated with the Customer Account (“Fees”) are set forth in the applicable subscription form or website and are due and payable in full within thirty (30) days of the invoice date or as indicated in the applicable subscription form. Payment obligations are non-cancellable, regardless of Customer usage, and, except as expressly permitted in this Agreement, paid Fees are non-refundable. The Customer will pay the Fees through an accepted payment method as specified in the applicable subscription form or website. Unless otherwise stated in the subscription form, the Customer’s subscription to the Services will automatically renew for a Subscription Term in accordance with the renewal terms and conditions set forth in Section 6(b) below. During the Term, the Customer may not downgrade their Service Plan or reduce the number of Users.
• 2. Overdue Payments. If undisputed Fees are more than thirty (30) days overdue, after receiving written notification from chattigo, chattigo may suspend the Client's access to the Services and/or Mobile Applications, including, but not limited to, the Client Account, until such unpaid Fees are paid in full.
• 3. Late Payment Interest and Debt Management. Notwithstanding the foregoing, unpaid fees will accrue late payment interest of one percent (1%) per month, calculated directly on the amounts owed. Late payment will automatically become due the day after the due date of the respective invoice, once thirty (30) calendar days have elapsed from said date.
• 4. Suspension Conditions for Debt The SaaS platform operates under a mandatory monthly payment plan. In the event of an unpaid invoice, Chattigo will notify the Client or corresponding partner to resolve the situation. If the debt is more than sixty (60) days past due, Chattigo may suspend the service, without prejudice to other rights established in this Agreement. The Client acknowledges that this measure is in response to Chattigo's payment obligations to third-party providers, including META, whose billing cycles are thirty (30) days.
• 5. Payment Disputes. Chattigo will not exercise its rights under Section 5(b) (Late Payments), 6(d) (Termination for Cause), or Section 6(c)(i) (Suspension of Service) with respect to the Customer's failure to pay if the Customer is reasonably and in good faith disputing the applicable charges and is diligently cooperating to resolve the dispute. If the parties are unable to resolve such dispute within thirty (30) days, each party will be entitled to seek any remedy it may have under this Agreement, at law, or in equity, regardless of any terms that would limit remedies based on the amount of a dispute. For clarity, any undisputed amount must be paid in full.
• 6. Applicable Taxes. The Rates do not include taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes levied by any local, state, provincial, or foreign jurisdiction (collectively, “Taxes”). The Customer agrees to pay any applicable direct or indirect taxes associated with their purchases hereunder, which, to the extent chattigo is legally required to collect them, will be itemized on the chattigo invoice. If the Customer is required to withhold any amount under any tax law or regime (other than U.S. income tax law), the Customer will accrue payments so that chattigo receives the amount actually quoted and invoiced. If Chattigo has a legal obligation to pay or collect taxes for which the Customer is responsible under this section, the Customer will invoice and pay the corresponding amount, unless, before the payment due date, the Customer provides Chattigo with a valid tax exemption certificate issued by the relevant tax authority. Further information on how Chattigo may apply tax requirements can be found at https://www.chattigo.com.
• 7. Affiliate Orders. The Client's Affiliates may purchase Services directly from chattigo by completing a purchase order form governed by the terms of this Agreement. This purchase order form will establish a new and separate agreement between the Client's Affiliate and the chattigo entity that signs it. If the Affiliate resides in a different country than the Client, the purchase order form may include modifications to the terms applicable to the transactions (including, but not limited to, tax conditions and applicable law).
• 8. Purchases from Channel Partners. The Customer may obtain the use of any Service, Software, or Mobile Applications from an authorized chattigo reseller, including third-party marketplaces (“Channel Partner”), pursuant to a separate agreement with the Channel Partner. The Customer’s use of any Service, Software, or Mobile Application acquired through a Channel Partner will be subject to the terms of this agreement, and all fees payable for such use will be paid to the Channel Partner in accordance with the terms agreed between the Customer and the Channel Partner. The Customer understands and agrees that if the Customer purchased subscriptions to the Services, Software, or Mobile Applications through a Channel Partner, service credits and refunds payable under this Agreement may be made payable or applied by the Channel Partner acting on behalf of chattigo in proportion to the fees paid by the Customer to the Channel Partner.

Termination, termination and suspension

• 1. Term. This Agreement becomes effective on the Effective Date (or, for online Customers, the date of registration on the Website) and will continue for the Subscription Period then in effect. Service Plans begin on the start date specified in the applicable subscription form (or, for online Customers, the date of registration on the Website) and continue for the Subscription Term specified therein.
• 2. Renewal. Unless one of the parties provides written notice of non-renewal at least sixty (60) days prior to the expiration of the applicable Subscription Term, the Service Plans will automatically renew for a period equal to the previous Subscription Term or one year (whichever is shorter). Chattigo reserves the right to increase the Fees at the beginning of each Subscription Term.
• 3. Suspension. Chattigo may suspend the Customer's access to the Services, Software, Mobile Applications, and/or Customer Account for the following reasons: (i) late payment/non-payment of undisputed Fees, according to the process outlined in Section 7(b) above; (ii) failure by the Customer to renew the Services; (iii) breach by the Customer or its Users of Section 2 (Usage Restrictions); or (iv) if Chattigo deems suspension necessary to prevent or address the introduction of malicious Software (as defined in Section 8(ba) below), a security incident, or other harm to the Customer, Chattigo, or other Chattigo customers. Chattigo will notify the Customer of such suspension. Chattigo will make diligent efforts to limit, where commercially feasible, the suspension to the affected Users or Chattigo Technology and will immediately restore their availability as soon as the issues leading to the suspension are resolved. Such suspension will not affect in any way the Client's other obligations under this Agreement.
• 4. Termination for Just Cause. Either party may terminate this Agreement by giving written notice to the other party if (i) such other party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after such notice, or (ii) immediately if the other party is the subject of a petition for bankruptcy or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
• 5. Free Trial Customers. Upon expiration of the Customer's free trial, chattigo may immediately suspend the Customer's access to the Services. The Customer must export their Customer Data before the end of the free trial, or the Customer Data will be permanently deleted. chattigo will have no obligation to maintain, store, or retain Customer Data beyond the end of the free trial period.
• 6. Data Export. Upon termination or expiration of this Agreement for any reason, the Customer's access to the Chattigo Services, Software, Mobile Applications, APIs, and other Technology will terminate. Chattigo strongly recommends that the Customer export all Customer Data before closing the Customer Account. The Customer agrees that, upon termination or expiration of this Agreement or a non-renewed Subscription Term, Customer Data will be retained or deleted in accordance with the Supplemental Terms, as applicable to the Customer. When Chattigo retains Customer Data and such data is exportable, the Customer may contact Chattigo within fourteen (14) days of the effective date of termination to request that Chattigo export the Customer Data. Customer Data cannot be recovered once it is deleted.

Confidentiality

Each party shall protect the other party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own Confidential Information of a similar nature or importance and, in any case, with minimum care. Except as expressly permitted otherwise under this Agreement, the receiving party may use the disclosing party's Confidential Information only to exercise its respective rights and fulfill its respective obligations under this Agreement, and shall disclose such Confidential Information only to those of its respective employees, representatives, and agents who need to know such Confidential Information for such purposes and who are obligated to maintain the confidentiality of such Confidential Information and not misuse it. The provisions of this section shall supersede any non-disclosure agreement by and between the parties prior to this Agreement that purports to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement shall have no further force or effect with respect to the foregoing. If the receiving party is required by law or court order to disclose confidential information from the disclosing party, then the receiving party, to the extent permitted by law, will provide the disclosing party with prior written notice and will cooperate in any effort to obtain confidential treatment of the confidential information. The receiving party acknowledges that disclosure of confidential information would cause substantial harm for which damages alone would not be a sufficient remedy.

Warranties / Disclaimer of Warranties

• 1. Service Guarantee. Chattigo warrants that the Services, Software, or Mobile Applications will function in all material respects in accordance with the Documentation. Provided the Customer gives written notice of a claim within thirty (30) days after the first time it becomes aware of a breach of the foregoing guarantee, Chattigo will make every effort to correct the Services, Software, or Mobile Applications to conform to the foregoing guarantee. If Chattigo is unable to make such corrections in a timely manner, either party may terminate the applicable agreement, and the Customer, as its sole and exclusive remedy, shall be entitled to a refund of any unused Fees that the Customer has prepaid for the applicable Services, Software, or Mobile Applications acquired hereunder.
• 2. Malware Guarantee. Chattigo guarantees that the Services hosted by Chattigo will be monitored using commercially available means to attempt to detect and prevent the introduction of computer instructions, circuitry, or other technological means whose purpose or effect is to disrupt, damage, or interfere with the authorized use of, or enable access to, Chattigo's or the Client's computer and communications facilities or equipment, including, but not limited to, any code containing viruses, Trojan horses, worms, backdoors, trapdoors, timeout devices, or similar destructive or harmful code or code that self-replicates (collectively, “Malicious Software”).
• 3. Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR NON-INFRINGEMENT.

Limitation of responsibility

• 1. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INITIAL COSTS, LOSS OF DATA, RESTORATION COSTS, RECOVERY COSTS) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL THEORY.
• 2. EXCEPT FOR DATA CLAIMS OR IP CLAIMS, THE TOTAL LIABILITY OF EACH PARTY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES RECEIVED OR PAYABLE ON THE PREVIOUS CLAIM TO TWEDTIGO THE GENERAL LIABILITY CAP.”
• 3. IN THE CASE OF IP CLAIMS AND DATA CLAIMS, THE TOTAL LIABILITY OF CHATTIGO AND ITS AFFILIATES TO THE CLIENT AND ITS AFFILIATES FOR ALL SUCH CLAIMS IN THE COLLECTION (FOR DAMAGES OR LIABILITY OF ANY KIND) SHALL NOT EXCEED TWICE (2X) THE GENERAL LIABILITY CAP (“SUPERCAP”).
• 4. IN NO EVENT SHALL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SUPERCAP. SIMILARLY, THE ABOVE CAPITALS SHALL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE TOTAL MAXIMUM LIABILITY FOR ALL CLAIMS IN THE ASSEMBLY SHALL NOT EXCEED THE APPLICABLE TITLE.
• 5. THE PARTIES AGREE THAT THIS SECTION 9 SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE BEEN UNPUBLISHED. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION SHALL APPLY THROUGHOUT THIS AGREEMENT AND ANY SEPARATE AGREEMENT(S) ON AN AGGREGATE BASIS, NOTWITHSTANDING WHETHER ANY INDIVIDUAL AFFILIATED CLIENT HAS EXECUTED A SEPARATE SOF.

Compensation

• 1. Indemnification by Chattigo. Chattigo will defend the Client and its Affiliates against any claim by a third party alleging that the Client's use of the Chattigo Technology as contemplated below infringes the patent rights, copyrights, and/or trademarks of such third party (an “Intellectual Property Claim”), and will indemnify and hold the Client and its Affiliates harmless from and against any damages and costs awarded to the Client or its Affiliates, or agreed upon in a settlement by Chattigo (including reasonable attorneys' fees), resulting from such Intellectual Property Claim. Chattigo will have no liability or obligation with respect to any Intellectual Property Claim if such claim is caused in whole or in part by (i) the unauthorized use of the Chattigo Technology by the Client, its Affiliates, or Users; (ii) modification of the Chattigo Technology by any person other than Chattigo or its representatives; (iii) or the combination, operation, or use of the chattigo technology with other data, hardware, or software not provided by chattigo. If the Customer's use of the chattigo technology results in (or in chattigo's opinion is likely to result in) an IP Claim, chattigo may, at its sole option and expense, (a) procure for the Customer the right to continue using the foregoing items as set forth below; (b) replace or modify them so that they are non-infringing; or (c) if options (a) or (b) are not commercially reasonable as determined by chattigo, then either the Customer or chattigo may terminate the Customer's subscription to the Service, after which chattigo will refund the Customer, on a pro rata basis, any Fees the Customer has previously paid chattigo for the applicable unused portion. The preceding sections set forth chattigo's total liability and the Customer's exclusive remedy with respect to an Intellectual Property Claim.
• 2. Indemnification by the Client. and (iv) any dispute between the Client or its Affiliate and an End User relating to the Client's or Affiliate's commercial offers. The Client shall have no liability or obligation with respect to any Claim if such claim is caused in whole or in part by (a) chattigo's or its Affiliate's breach of this Agreement or violation of applicable law, or (b) acts or omissions leading to chattigo's obligation to indemnify the Client pursuant to Section 10(a) above.
• 3. Indemnification Procedures. In the event of a potential indemnification obligation under this Section 10, the indemnified party shall: (i) promptly notify the indemnifying party in writing of the claim; (ii) allow the indemnifying party the right to control the investigation, defense, and settlement (if any) of such claim at the indemnifying party's sole expense; and (iii) at the indemnifying party's request, provide all necessary cooperation at the indemnifying party's expense. However, the indemnified party's failure to notify the indemnifying party of a claim under this Section shall not relieve the indemnifying party of its obligations under this Section, and the indemnifying party shall not be liable for any litigation expenses incurred by the indemnified party prior to the time of notification or for any damages and/or costs resulting from any material harm caused by the delay or failure to notify the indemnifying party in accordance with this Section. The indemnifying party may not settle any claim that would obligate the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party's prior written consent, such consent not being withheld, conditioned, or delayed without reason.

Others

• 1. Use of Third Parties for Payment Processing. Chattigo may use a third-party service provider to manage payment processing, provided that such service provider is not permitted to store, retain, or use the Customer's payment account information, except to process the Customer's payment information for Chattigo. The Customer must notify Chattigo of any changes to the Customer's payment account information, either by updating the Customer Account or by sending an email to Chattigo support@chattigo.com.
• 2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which shall not be unreasonably withheld); provided, however, that either party may assign this Agreement in its entirety, without the other party's consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void and without effect.
• 3. Entire Agreement. This Agreement, together with any contract form, the Privacy Notice, and the Supplemental Terms, constitutes the entire agreement and supersedes any and all prior agreements or communications between the Client and chattigo with respect to the subject matter hereof. In the event of any conflict between this Agreement, the Privacy Notice, the Supplemental Terms, or any contract form or purchase order and this Agreement, the order of precedence shall be, first, the Privacy Notice; second, the contract form; third, the Supplemental Terms; and fourth, this Agreement. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision shall be modified by the court and interpreted to best conform to the original provision, and the remaining provisions of this Agreement shall remain in full force and effect.
• 4. Advertising Rights. Chattigo may identify the Client as a Chattigo customer in its promotional materials. The Client may request that Chattigo cease doing so by sending an email to alegal@chattigo.com at any time. Please note that it may take us up to thirty (30) days to process a request.
• 5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
• 6. Survival. Sections 2.b (Restrictions on Use), 4 (Intellectual Property), 5 (Fees and Payment), 6 (Term, Termination, and Suspension), 7 (Confidentiality), 8.c (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11.c (Entire Agreement), 11.f (Survival), 11.g (Notices), 11.j (Governing Law), 11.k (Dispute Resolution), and 12 (Definitions) shall survive any termination or expiry of this Agreement. Termination of this Agreement shall not limit either party's liability for obligations accrued prior to such termination or for any breach of this Agreement.
• 7. Notices. All notices that one party must provide to the other under this Agreement may be given in writing by (i) a nationally recognized next-day delivery service or U.S. mail to the mailing address provided; or (ii) email to the email address provided for the Customer Account. The address for a notice to chattigo is: chattigo Inc., 2035 sunset lake road suite B-2, Newark, Delaware, 19702, with a copy to legal@chattigo.com by email. All notices will be deemed given immediately upon delivery by email, or if delivered upon receipt, or, if earlier, five (5) business days after being deposited by mail or courier service as permitted above.
• 8. Anti-Corruption. Neither party has received or been offered any bribe, kickback, payment, gift, or anything of unlawful or improper value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the normal course of business do not violate the foregoing restriction. Should the Client become aware of any violation of the foregoing restriction, the Client shall make all reasonable efforts to immediately notify chattigo at allegal@chattigo.com.
• 9. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to any cause beyond such party's reasonable control, including, but not limited to, acts of God, acts of government, acts of terror or civil unrest, internet outages, or acts of third parties not under the performing party's control, including, but not limited to, denial-of-service attacks (“Force Majeure Event”). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate this Agreement by giving written notice to the breaching party. If Chattigo is the party experiencing the Force Majeure Event and, as a result, is unable to provide the Services,
• 10. Governing Law. This Agreement is governed by the laws of the State of California without regard to its conflict of law principles. The parties hereby submit to the exclusive personal jurisdiction of the federal and state courts located in the State of California, County of San Francisco, for any claim or dispute relating to this Agreement.
• 11. Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, performance, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitration, shall be determined by arbitration in San Francisco, California. The arbitration shall be administered by JAMS in accordance with its arbitration rules and procedures. Judgment on the award may be entered in any court having jurisdiction. This section shall not prevent the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
• 12. Use Restrictions and Export Compliance. The Services and other Software or components of the Services that chattigo may provide or make available to the Client or Users may be subject to U.S. (or other territories) export control and economic sanctions laws, rules, and regulations, including, but not limited to, regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Export Control Laws”). The Client agrees to comply with all Export Control Laws with respect to the Client’s and Users’ access to and use of the Services, Software, and other components. The Customer will not access or use the Services if the Customer is located in any jurisdiction where the provision of the Services, Software, or other components is prohibited by U.S. or other applicable laws or regulations, including, but not limited to, a country or territory that is subject to comprehensive U.S. trade sanctions (including Crimea, Cuba, Iran, North Korea, and Syria) (a “Prohibited Jurisdiction”), and the Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. The Client represents, warrants, and agrees that (i) the Client is not named, owned, or controlled by any of the parties named on any U.S. government (or other government) list of persons or entities prohibited from receiving exports from the U.S. or transacting with any U.S. person, (ii) the Client is not a citizen of, located in, or a registered company in any Prohibited Jurisdiction, (iii) the Client will not permit Users to access or use the Service in violation of Export Control Laws, (iv) no Client data created or submitted by the Client is subject to any restrictions on disclosure, transfer, downloading, export, or re-export under export control laws, and (v) the Client shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which the Client and the Client's Users are located. The Client further agrees that the Client will not use the Services to disclose, transfer, download, export or re-export, directly or indirectly, the Client Data to any country, entity or other party that is not eligible to receive such items under Export Control Laws or under other laws or regulations to which the Client may be subject.
• 13. Federal Government End-Use Restrictions. If the Customer is a U.S. federal government department or agency, or contracts on behalf of such department or agency, this Service is a “Commercial Item” as that term is defined in 48 CFR §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 CFR §12.212 or 48 CFR §227.7202. Pursuant to 48 CFR §12.212 or 48 CFR §227.7202-1 through 227.7202-4, as applicable, the Service is licensed to the Customer only with the rights provided in the terms and conditions of this Agreement.

Definitions

“Account” means any account or instance created by or on behalf of the Customer to access and use any of the Services. “Affiliate” or “Subsidiary” means, with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise. “Confidential Information” means all information disclosed by one party to the other, orally, in writing, or electronically, that is designated as “confidential” (or with a similar legend), or that a reasonable person should understand to be confidential given the nature of the information and the circumstances of the disclosure. Confidential Information does not include any information that: (a) was publicly known and available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and generally available without action or inaction by the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without violating the confidentiality obligations of that third party; “Customer Information” means all electronic data, text, messages, or other materials, including, but not limited to, the Personal Data of Users and End Users, submitted to the Services by the Customer or its Users through the Customer Account in connection with the Customer’s use of the Services. “Data Claims” refers to any claim arising from (a) a breach of any part of Section 3 (Customer Data), Section 7 (Confidentiality), the DPA, the BAA (if applicable) or the Privacy Notice, where such breach results in the unauthorized disclosure of Customer Data, or (b) a breach of Section 2(b) (Restrictions on Use). “Documentation” means the user documentation generally available and current at that time provided by chattigo that details the functionalities of the Software and Services. “End User” means any person or entity other than the Customer or the Customer’s Users with whom the Customer interacts using the Services. “Chattigo Technology” means (i) the Services, Software, Mobile Applications, Documentation, Chattigo APIs, Chattigo websites and any content posted on Chattigo websites, (ii) any training materials, support materials, templates, tools, methodologies or know-how, (iii) Chattigo Confidential Information and (iv) any modification or derivative work thereof. “Mobile Application” means chattigo brand Software applications provided by chattigo to enable access to and use of the Services via mobile or other portable devices (such as apps on iOS or Android devices). “Personal information” means data relating to a person who is or can be identified from the data or from the data together with other information which is in, or is likely to come into the possession of, the data controller (as defined in applicable data protection laws). “Privacy Notice” means the chattigo privacy notice currently at www.chattigo.com/, updated from time to time. “Service Order Form” means, (i) any service order that references this Agreement and is executed by the Customer and chattigo, or (ii) any online ordering document or process completed by the Customer, including any online registration through a Website, each of which details the Services subscribed to and the corresponding Service Plans, the number of Users authorized to use the Services, the Fees payable to chattigo, the applicable Subscription Term, and any relevant additional terms and conditions. “Services” means the chattigo software-based service offerings identified in the contract form and any Updates, including any Software, APIs or Documentation that chattigo makes available with such offering, but excludes any separately provided third-party applications or APIs. “Service plans” means the pricing plans and other limitations of the bundled offering and applicable Services to which the Customer subscribes with respect to any User. “Software” refers to the generally available software provided by chattigo in connection with the Customer’s use of the Services, and includes Mobile Applications, but excludes any third-party applications or APIs. “Subscription Term” means the period set out in a contract form during which the Customer subscribes to the Services. “Update” means updates, improvements, urgent fixes, patches, interim solutions for the Software or Service provided by chattigo to all generally available subscribing customers, but excludes new products or modules with separate pricing. “User” or “Agent” means any individual authorized by the Client to use the Services, including an Account Manager, employees, consultants, contractors and agents of the Client or its Affiliates, and third parties with whom the Client or its Affiliates conduct business transactions. If the Customer chooses to delete their entire chattigo account, the corresponding Customer data will also be automatically deleted. Therefore, it is the Customer's responsibility to back up their data to their local account before deleting their account. Information, blocking, deletion. To the extent permitted by law, you have the right to be provided at any time with free information about any of your personal data that is stored, as well as its origin, the recipient and the purpose for which it has been processed. You also have the right to have this data corrected, blocked, or deleted. You can contact us at any time using the address listed in our legal notice if you have any further questions regarding personal data.

Our live chat support

Chattigo uses a live chat service provided by Chattigo SPA, Avenida el Salto 4001, Huechuraba, Santiago 8580000, Chile (yes, we use our own chat). You can use the live chat as a contact form to talk to our staff in near real-time. Personal data is collected at the start of the chat.

• Date and time of the call
• Browser type/version
• IP adress
• operating system used
• URL of previously visited website
• Amount of data sent
• Name last Name
• Email address

Depending on the course of your conversation with our staff, additional personal data may be entered into the chat. The type of data depends largely on your request or the issue you describe. All our staff have been and will continue to be trained in data protection and the secure and confidential handling of customer data. All our staff are bound by confidentiality obligations and have signed an addendum to their employment contracts to maintain confidentiality and comply with data protection regulations. When you visit chattigo.com, the chat widget loads as a JavaScript file from AWS CloudFront. This widget technically represents the source code that runs on your computer and enables the chat. Chattigo also stores your chat history. This not only saves you the trouble of remembering your entire chat history from previous chats when you request support via live chat, but also ensures ongoing quality control of our live chat service. If you do not want your chat history stored, please contact us, and we will delete it immediately. You can find our contact details at the end of this privacy statement.

Our support via WhatsApp

If you contact us via WhatsApp, we use your phone number to communicate with you through WhatsApp. We also process other personal data stored by WhatsApp, including your first and last name, your device, profile picture, and any messages and files you send us through the app. We process your mobile number to identify you. Your username and profile picture, provided through WhatsApp, are used for display purposes. Your communication with us is saved as conversation transcripts. This allows us to use previous communication with you as context for future conversations. The transcript also contains read receipts and confirmations. These are used to ensure smooth delivery and to remove inactive contacts. WhatsApp collects data independently. To learn about the purpose and scope of WhatsApp's data collection, its subsequent processing of your data, and your rights and settings options to protect your privacy, please refer to WhatsApp's privacy policy. You can find it here or directly within the WhatsApp application. The party responsible for the WhatsApp messaging service within the scope of the GDPR is WhatsApp Ireland. The competent supervisory authority under the GDPR is the Irish Data Protection Authority. We would like to point out that WhatsApp stores data in third countries outside the EU and shares it with its other services. We have no control over this. Your data will be used exclusively for communication purposes and will be deleted upon request. You also have the option to contact the provider directly and request the deletion of your data. The legal basis for processing is Article 6, paragraph 1, sentence 1, letter f of the GDPR. Data processing (customer data and contracts): We collect, process, and use personal data only to the extent necessary to establish or modify legal relationships with you (master data). This is done on the basis of Article 6(1)(b) of the GDPR, which permits the processing of data for the performance of a contract or for measures prior to entering into a contract. We collect, process, and use your personal data when you access our website (Usage Data) only to the extent necessary to enable you to access our service or to bill you for it. Customer data collected will be deleted after order completion or the business relationship ends. Statutory retention periods remain unaffected.

Retargeting a Facebook “Custom Audience”

Chattigo may use Facebook Inc.'s (1601 Willow Road, Menlo Park, CA 94025, USA, or, if you reside in the EU, Facebook Ireland Ltd., 4 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland (“Facebook”)) Custom Audiences service via a pixel, a small piece of JavaScript code embedded in all our web pages, to deliver personalized ads to our website visitors. Facebook stores a cookie on the user's computer to enable analysis of the use of our online products and services. Unless the user manually deletes it, the data and cookie are removed after a predetermined period. Facebook's Custom Audiences service also allows us to track user behavior on our website after they have been redirected to it by clicking on a Facebook ad. This allows us to measure the effectiveness of Facebook ads for statistical and market research purposes. The data collected in this way is anonymous to us; that is, we do not see the personal data of individual users. However, the data is stored and processed by Facebook, which is why we are informing you here. Facebook may link the information to your Facebook account and also use it for its own promotional purposes, in accordance with Facebook's Data Usage Policy: https://www.facebook.com/about/privacy/. The legal basis for using this service is Article 6, paragraph 1, sentence 1, letter f of the GDPR. You can opt out of the collection of your data by the Facebook pixel and the use of your data to display Facebook ads on and off Facebook by Facebook and its partners here: https://www.facebook.com/settings?tab=ads

Customer Obligations

• * The Customer must inform chattigo without undue delay in case of malfunction or interruption of the Service.
• The Client is obligated to maintain the confidentiality of their personal access data (username and password) against unauthorized access by third parties. The Client must change their password immediately and is obligated to inform Chattigo without undue delay if there are grounds to suspect that unauthorized third parties have access to the Client's password.
• The Client shall be obliged to use the Services in accordance with the legal provisions of the territory of intended use. In particular, the Client shall observe copyright, trademark rights, patent rights, and any other applicable intellectual property or personal rights of third parties.
• * The Client may not use or make available to the public any data or information with illegal content.
• * The Client may not use the Services to carry out attacks on chattigo or third parties, such as spam, hacking, brute force attacks, use of spyware, virus or worm attacks.
• * In the event of a breach of sections 4(2) to (4) of these terms and conditions, Chattigo may remove illegal content at any time without prior notice or may, to the extent necessary, block the Client's access to the relevant content and/or Services until the Client has remedied the breach. In the event of a serious breach by the Client of the obligations stipulated in sections 4(2) to (4) of these terms and conditions, Chattigo shall have the right to terminate the contract for just cause without prior notice (section 10(2)). If the Client is responsible for the breach, they shall indemnify Chattigo for all resulting damages.

Term and Termination of an Agreement

• Unless otherwise agreed, the contract has a minimum term, depending on the chosen Service edition, of one, twelve, or twenty-four months and may be terminated without notice at the end of each term. Unless terminated in due course, the agreement will be deemed to be automatically renewed for the applicable minimum term each time. For Custom or Flex customers, depending on the chosen Service edition, a minimum term of twelve or twenty-four months will apply, with three months' notice required at the end of each term.
• * The termination notice can be provided using chattigo's relevant communication tools on its website or in text format (email).
• The right to terminate the agreement for good cause without prior notice remains unaffected. Justification will be deemed to exist, in particular, if the terminating party, taking into account all the circumstances of the case and weighing the interests of both parties, cannot reasonably be bound by the contract until the expiry of the relevant term.

# Control of your Data

What rights do you have regarding your data? You always have the right to request information about your stored data, its origin, its recipients, and the purpose of its collection, free of charge. You also have the right to request that it be corrected, blocked, or deleted. You can contact us at any time at the address provided in the legal notice if you have any further questions about privacy and data protection. Of course, you can also file a complaint with the relevant regulatory authorities.

1. DATA OF THE RESPONSIBLE OF THE TREATMENT

Company name: CHATTIGO SpA Tax ID No.: 76568706-3 Address: Avenida El Salto 4001, 4th floor, Huechuraba, Santiago, Chile Contact email: contacto@chattigo.com Purpose of the website: Information, support and operation of services for clients and interested parties.

2 PERSONAL DATA PROTECTION

2.1. HEAD OF CYBERSECURITY / DPO

Our Chief Cybersecurity Officer / DPO is Claudio Vitagliano, and he can be contacted by email at cvitagliano@chattigo.com, or by mail to our physical address.

2.2. WHAT INFORMATION DO WE PROCESS?

• * Identifiers such as name, email address, and phone number.
• * Business information, such as the company name.
• * Data related to the customer's use of our products or services, including any comments or suggestions they send us.

2.3. HOW DO WE GET YOUR INFORMATION?

• * Most of the information we process is provided directly to us by the customer for one of the following reasons:
• * You have made a request to access your information.
• * You have indicated that you wish to receive promotional information about our products and those of our business partners.
• * You have purchased our products or services and provided the information necessary for us to provide them.
• * Through Cookies, when you use our website (more in section 3 of this document).

2.4. HOW WILL WE USE YOUR DATA?

At chattigo we will process your data to:

• * To manage your account and the provision of our products and services.
• * To provide you with promotional information about our products and services.
• * Track our sales process.
• * Statistical purposes related to our products and services.

Furthermore, if you agree, your data will in turn be processed by our business partners in the cases explained in point 2.6.

2.5. HOW DO WE STORE YOUR INFORMATION AND HOW LONG DO WE RETAIN IT?

At chattigo, we securely store your data in the United States and Brazil. Our facilities and storage service providers in these countries, as applicable, comply with current information security standards, which we review and update regularly. By accepting this Privacy and Cookie Policy, you authorize the international transfer of your data for secure processing in the United States and Brazil. Regarding the data retention period, it will be consistent with the original purpose for which your data was collected. For example, we will store your data while you have an active account on our platform and/or are a customer, and for a reasonable period after these conditions no longer apply. This reasonable period includes the time necessary for chattigo to conduct audits, comply with legal obligations, resolve disputes, and ensure compliance with our contracts.

2.6. WHEN AND HOW DO WE SHARE YOUR INFORMATION WITH THIRD PARTIES?

• We may share the information you provide with third parties. We share this information only within the context of a contractual relationship with those third parties, or due to specific legal or contractual obligations.
• We may share your personal information in the following ways:
• * To service providers who enable our site and our products and services to function properly. These providers include Azure, Amazon, Google, and HubSpot. All our providers are contractually obligated to maintain the confidentiality of the data they process and may only process it for the purposes we have specified.
• * In the context of a judicial or administrative process, when required by the competent authority.
• * For compliance with our Terms and Conditions and other obligations related to products or services purchased through our website, such as billing and collection.
• * For other purposes specified at the time of requesting information from you.
• * With your consent.

Chattigo may disclose anonymized information that does not contain personal data to third parties.

2.7. MARKETING

• * If you accept, we will use your data to send you promotional information about our products and services.

Customers can always remove themselves from our promotional databases by unsubscribing from the access we offer with each action or by writing to support@chattigo.

2.8. WHAT ARE MY RIGHTS?

• * The customer may exercise the following rights in relation to their data:
• * RIGHT OF ACCESS Right to request copies of all your information held in our records. Certain information may be exempt from this right, and in such cases we will inform you that there is certain information that we cannot provide and why.* The data subject has the right to access their personal data free of charge at intervals of no less than six months.
• * RIGHT OF RECTIFICATION You have the right to request the correction of any information you believe to be inaccurate. You also have the right to have us complete any information you believe to be incomplete.
• * RIGHT TO ERASURE You have the right to ask us to delete all your information held in our records under certain circumstances. If there is a legal impediment to deleting all of your information, we will inform you.
• * RIGHT TO RESTRICTION In certain cases, such as during the process of rectifying your information, you can ask us to limit the processing of your information.
• * RIGHT TO OBJECT You may object to our processing of your data even when we are authorized by law to do so, for reasons related to your particular situation.
• * RIGHT TO DATA PORTABILITY You can ask us to transfer all your information that we hold to another company or to provide it to you

All these rights can be exercised free of charge. If you would like to learn more about your rights, you can follow this link: https://www.aepd.es/es/derechos-y-deberes/conoce-tus-derechos. If you wish to exercise any of these rights, please do not hesitate to contact us or write directly to our Data Protection Officer.

2.9. CHANGES TO OUR PRIVACY POLICY

• * At chattigo, we continually review our privacy practices and policies, and we post any changes on this website. This document was last updated in May 2025.

2.10. ENFORCEMENT AND CONTROL AUTHORITIES

• * If you wish to make a complaint or believe that Chattigo has not adequately addressed your concerns regarding your information, you can contact the relevant supervisory authority in your place of residence.

2.11. GENERAL INFORMATION SECURITY POLICY

• You can find more information about our security policies in the “General Information Security Policy”.