Fill and Sign the Support Service Agreement Form

Live Chat Support and Service Agreement Agreement made on the ____________________ (date) , between _________________ ______________ (Name of Service Provider) , a corporation organized and existing under the laws of the state of ____________________, with its principal office located at _____________ ______________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Provider , and _______________________ (Name of Subscriber) , a corporation organized and existing under the laws of the state of ___________________, with its principal office located at ______________________________ _____________________________________________ (street address, city, county, state, zip code) , referred to herein as Subscriber . Whereas, Live Chat is a facility that: A. Enables two or more Web users to communicate with each other in real time, using text; B. Allows businesses to communicate, or chat , in real time with visitors to their Web site ; C. Provide immediate customer support and information to clients and customers which generally results in and or provides real time web visitor monitoring, custom chat windows, invisible traffic analysis, Web site integration and secure administration controls; and Whereas, Provider is in the business of providing such services to automobile dealerships; and Whereas, Subscriber desires to purchase such services from Provider; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Services to be Provided by Provider A. Proactively engage/welcome all visitors to Subscriber's website; B. Help visitors find Subscriber's site content; C. Promote Subscriber's web site pages to visitors seeking specific information; D. Answer basic sales/service/parts queries, including product specification and incentive queries (based on information Provider obtains from http://www.edmunds.com; the manufacturer's website; the dealership’s website; and Provider's own knowledge base); E. Promote the sales events of Subscriber; F . Provide post sales and service support; G. Generate sales leads and VIP appointments for Subscriber using BDC style scripts; H. Forwarding all leads and VIP appointments to Subscriber via email or text alerts; and I. Provide such services 24 Hours a day and 7 Days a week for a maximum of 672 hours monthly. II. Cost of Service and Payments by Subscriber A. One time set up cost in the amount of $___________ which covers i nsertion of Provider's live chat support icons on Subscriber's web site(s) as well as the training of 3 to 5 live chat operators on each web site and the setting up of Subscriber dealership's URL push pages along with all Subscriber dealership's contact information within Provider's system. B. Monthly service charge in the amount of $_____________. Query leads and general web site support are included in this monthly service charge. The first 30 days are free, with billable service beginning on the 31 st day if Provider is not notified during the trial to cancel service. C. $ __________ for each email lead, $ __________ 20.00 for each phone lead, and $ __________ to set a VIP Appointment. Service leads. The first 30 days are free, with billable service beginning on the 31 st day if Provider is not notified during the trial to cancel service. D. Payments are nonrefundable. No refunds shall be given for canceled accounts or installation fees unless the account or installation was clearly defective and nonworking. Cancellations of accounts must be made by e-mail, U.S. mail, or fax and shall terminate at the end of the account period. E . Payments are due of the _____ day of each month following the month in which such services are rendered. III. Subscriber to Provide Own Equipment The Subscriber is responsible for providing any and all equipment needed to access the services of Provider . IV. Appropriate Use Policy A. Becoming a Subscriber constitutes an agreement to abide by the acceptable use policies set out in this section. All references to Provider include Provider's system, network, and its employees. All references to Subscriber include Subscriber and any party authorized by Subscriber to participate in the services provided by this Agreement. B. Subscriber may not use the system and services offered by Provider in any way that violates United States federal, state, local, or international law or the rights of others. This prohibits, but is not limited to, any actions of Subscriber which are threatening, obscene or defamatory, which violate trade secret, copyright, trademark or patent rights, which violates rights of privacy or publicity, which result in the spread of computer viruses or other damaging programs or data files, or which violate any export restrictions (including making non-exportable information or software available to foreign nationals as may be prohibited by law. P rovider will cooperate fully with law enforcement agencies if criminal activity is suspected. C. Subscriber shall obey any acceptable use policies for sites, newsgroups, mailing lists, etc. accessed as a result of using Provider's system. Subscriber shall not probe, monitor, breach the security of, or otherwise interfere with any host, network, or system without the explicit authorization of the administrator(s) of the host, network, or system. D. Subscriber shall not forge, conceal, disguise, or otherwise attempt to alter the identifying characteristics of electronic transmissions originating from their account(s). E. If Provider finds or suspects, in its sole discretion, Subscriber is in violation of any rules set out in this section as an acceptable use policy, Subscriber 's account may be immediately restricted, suspended or permanently be canceled. V. Term. The term of this Agreement ( Term ) shall begin on the date set forth above and shall continue until _________________ (date) . This agreement shall be renewable at the end of the current term for a successive ______________ (length of time) term unless either party gives written notice of its intention not to renew the term before expiration of the current term. VI. Ownership Rights. The software used by Provider is protected by state and federal copyright laws. Provider and its suppliers own and retain all right, title, and interest in and to the software, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Subscriber's possession, installation, or use of the software does not transfer to Subscriber any title to the intellectual property in the software, and Subscriber will not acquire any rights to the software or the documentation except as expressly set forth in this Agreement. VII. Restrictions. Subscriber may not sell, lease, license, rent, loan, or otherwise transfer the software, with or without consideration. Subscriber agrees not to permit any third party to use the software in any form, and to use all reasonable efforts to ensure that no unauthorized use of the software. Subscriber may not permit third parties to benefit from the use or functionality of the software via a timesharing, service bureau, or other arrangement. Subscriber may not transfer any of the rights granted under this Agreement. Subscriber may not reverse engineer, decompile, or disassemble the software. Subscriber may not modify, or create derivative works based upon, the software in whole or in part. VIII. Disclaimer. SOFTWARE AND THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY WITH RESPECT TO THE SOFTWARE AND SERVICES. SUBSCRIBER ASSUMES RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY THAT THE SOFTWARE IS FAULT- TOLERANT, ERROR-FREE, FREE FROM INTERRUPTIONS OR OTHER FAILURES, OR THAT THE SOFTWARE OR SERVICES DESCRIBED ABOVE WILL MEET SUBSCRIBER'S REQUIREMENTS. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law. IX. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL PROVIDER OR ITS SUPPLIERS BE LIABLE TO SUBSSCIBER OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFITS, BUSINESS INTERRUPTION, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION. IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ACTUALLY PAID FOR THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law. X. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XI. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. XII. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XIII . Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XIV. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XV. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XVI. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XVII. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. _____________________________ _____________________________ (Name of Provider) (Name of Subscriber) By: ______________________________ By: _____________________________ _________________________________ ________________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation ____________________________ ________________________ (Signature of Officer) (Signature of Officer)