The Clinic Place Pte Ltd (“we”, “us”, “our”), owns and operates WhautoChat.
WhautoChat provides you with a full-suite of retail management solutions to boost sales and working
efficiency for both of your online and offline businesses (“Services”) that you may
access through our website at https://whauto.chat
(“Website”).
This page sets out our Services and Website terms of use (“Terms”). The Terms on this page are
important because they describe:
- The rules to be followed when using the Services and Website and
- The terms and conditions that apply to any subscription you make on our Services and Website.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES OR WEBSITE.
When we use “you” or “your” in these Terms, we refer to anyone who accesses or uses our Services and
Website. By accessing or using our Services and Website as well as any features (including
WhautoChat platform – SaaS) and content (including the Pricing and FAQ) made available through the
Website, you acknowledge that you have read these Terms and indicate your agreement to be bound by
these Terms and the documents referred to in them. In the event of any conflict or inconsistency
between these Terms and Pricing or FAQ, these Terms shall prevail.If you do not agree to any part of
these Terms, you should stop using the Services and Website immediately.
If you do not agree to any part of these Terms, you should stop using the Services and Website
immediately.
Reseller & White-label Addendum
This section supplements and overrides certain general terms only for Resellers and White-label
Partners who have entered into a self-hosted or white-label arrangement with WhautoChat.
1. Definitions (Specific to Resellers)
- Reseller: An authorized partner with the right to self-host, white-label, and
resell WhautoChat services to end customers.
- End Customer: A client who purchases services directly from the Reseller.
- Platform: The WhautoChat software, systems, code, and related assets.
2. License Grant
- Resellers are granted a non-exclusive, non-transferable, revocable license to:
- Self-host the Platform.
- Apply white-label branding.
- Resell services only to end customers (not to other resellers, SaaS vendors, or
competitors).
- This license does not transfer ownership, IP rights, or any exclusive use.
3. Restrictions
- Resellers shall not:
- Reverse engineer, decompile, or disassemble the Platform.
- Clone or create derivative works of the Platform.
- Sublicense, resell, or redistribute the Platform to other resellers or as competing
products.
- Remove or tamper with embedded signatures or ownership notices.
- Use the Platform for illegal, abusive, or unethical activities.
- Run advertisements or otherwise attempt to steal traffic from WhautoChat or any products
in the Whautomate suite.
Any such action is a breach of license terms and WhautoChat reserves the right to cancel the
license immediately.
4. Intellectual Property Rights
- All intellectual property remains solely owned by WhautoChat. Improvements, modifications, or
feedback provided by Resellers automatically belong to WhautoChat.
5. Confidentiality
- Resellers agree to maintain strict confidentiality regarding WhautoChat’s business, technical,
and operational details.
6. Support & Updates
- WhautoChat provides updates, patches, and technical documentation.
- Resellers are solely responsible for applying updates on self-hosted environments.
- WhautoChat disclaims liability for issues arising from outdated, modified, or improperly
maintained software.
- Resellers are solely responsible for providing front-line support and assistance to their End
Customers. WhautoChat has no obligation, responsibility, or liability to provide support,
troubleshooting, or customer service directly to End Customers under any circumstances.
7. Indemnification (Reseller Specific)
- Resellers agree to indemnify and hold harmless WhautoChat against claims, losses, or damages
arising from:
- Misuse or abuse of the Platform.
- Breaches of applicable law or third-party terms.
- End customer disputes or claims.
8. Termination (Reseller Specific)
- WhautoChat reserves the right to terminate any reseller arrangement if:
- There is breach of these or general terms.
- Misuse, abuse, illegal activity, or breach of license scope is identified.
- Evidence of reverse engineering, cloning, or sublicensing violations arises.
- Upon termination, Resellers must:
- Cease all use of the Platform.
- Return or destroy all proprietary WhautoChat materials.
- Assist in proper winding down or transitioning of End Customer services, if required.
9. Limitation of Liability (Reseller Specific)
- To the maximum extent permitted by applicable law, WhautoChat disclaims all liability to
Resellers, End Customers, or any third parties for any direct, indirect, incidental,
consequential, punitive, or special damages, including but not limited to loss of profits, loss
of business, loss of goodwill, or data loss, arising out of or relating to the use of the
Platform, even if WhautoChat has been advised of the possibility of such damages. WhautoChat
provides the Platform “as is” and makes no warranties, guarantees, or representations regarding
its performance, reliability, or fitness for any particular purpose.
- The Reseller agrees that WhautoChat shall have no financial, legal, or other liability under any
circumstances, and the Reseller assumes full responsibility for the risks and consequences
arising from the use, resale, or self-hosting of the Platform.
10. Force Majeure
- WhautoChat shall not be liable for any failure or delay in performance under this Agreement due
to causes beyond its reasonable control, including but not limited to acts of God, natural
disasters, floods, fires, earthquakes, storms, wars, hostilities, civil disturbances, riots,
strikes, labor disputes, government orders, embargoes, telecommunications failures, internet
disruptions, pandemics, epidemics, or other unforeseen events (each, a “Force Majeure Event”).
- During a Force Majeure Event, WhautoChat’s obligations shall be suspended, and any time for
performance shall be extended for the duration of the event. WhautoChat will make reasonable
efforts to resume performance as soon as practicable after the Force Majeure Event ends. No
refunds or credits shall be due for periods affected by a Force Majeure Event.
11. Miscellaneous (Reseller Addendum)
- WhautoChat may amend this Reseller Addendum at any time by posting the updated version on its
Website or notifying the Reseller through reasonable channels. By continuing to use the Platform
after the updated terms come into effect, the Reseller agrees to be bound by the revised
Addendum.
- No failure, delay, or omission by WhautoChat in exercising any right or remedy under this
Addendum shall constitute a waiver of that right, nor shall it preclude or restrict any future
exercise of that or any other right or remedy.
- Any provisions of this Addendum that by their nature or context are intended to survive
termination — including but not limited to confidentiality, intellectual property rights,
indemnification, liability disclaimers, and governing law — shall survive termination or
expiration.
- Nothing in this Addendum shall be construed as creating a partnership, joint venture, or agency
relationship between WhautoChat and the Reseller. Both parties acknowledge that they are
independent entities contracting at arm’s length.
- No third party shall have any right to enforce or benefit from any provision of this Addendum.
- This Addendum, together with the Main Terms, constitutes the entire agreement between WhautoChat
and the Reseller regarding the reseller arrangement, superseding all prior discussions,
agreements, or understandings.
- This Addendum is not assignable, transferable, or sub-licensable by the Reseller except with
WhautoChat’s prior written consent. WhautoChat may transfer or assign this Addendum and its
rights or obligations to affiliates, purchasers, or other third parties upon notice.
- If any provision of this Addendum is held to be illegal, invalid, or unenforceable, the
remaining provisions shall remain in full force and effect to the maximum extent permitted under
applicable law.
- This Addendum is governed by the laws of Singapore. Any disputes arising out of or relating to
this Addendum shall be resolved through arbitration administered by the Singapore International
Arbitration Centre (SIAC) under the SIAC Rules. The seat of arbitration shall be Singapore, the
tribunal shall consist of one (1) arbitrator, and the proceedings shall be conducted in English.