WhautoChat Terms and Conditions

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.

• Email: [dpo@whauto.chat]
• Address: [10 ANSON ROAD, #33-10C, INTERNATIONAL PLAZA, SINGAPORE 079903]

1. USING THE SERVICES AND WEBSITE

• Registration
• You must be at least 18 years or older to use the Services. If you are below 18 years old, you represent and warrant to us that you have obtained consent from your parents or legal guardian to accept and comply to these Terms on your behalf and take responsibility for your actions, and any charges associated with your use of the Services and Website.
• n order to access and use our Services and Website, you must sign up and create an account by providing your valid email address, valid mobile number and any other information indicated as required. As part of the account activation process, you may be required to verify your email address and/or mobile number.
• The person signing up or opening an account will be then considered the account owner and contracting party for the purposes of these Terms and will be the person authorised to use the account in connection with the Services, including but not limited to managing all subscriptions and payments. For the avoidance of doubt, “you” and “your” in these Terms refer to the account owner.
• If you are opening or operating an account on behalf of your employer or any other third party, your employer or such third party will be the account owner and you represent and warrant that you have the authority to act on behalf of such employer or third party and bind such employer or third party to these Terms. You and/or your employer may, upon request, change the particulars and details of the account owner to another employee. We may on such occasions ask you additional questions to verify your identity before commencing with such change request.
• You warrant that all particulars and information provided in the creation of your account are complete, true and accurate. You shall ensure that such personal particulars and information are kept updated in the user profile.
• You are solely responsible for any activity that occurs on your account and shall be responsible for maintaining the security and confidentiality of your password to your account. You must notify us immediately if you have knowledge of, or have reasons for, suspecting that the confidentiality of your password has been compromised or if there has been any unauthorised use of your account or any other known account-related security breach.
• We shall not be liable for any losses or damages incurred as a result of your account details being shared by you or caused by prohibited actions as stated in clause 2.1 conducted by any third party.
• In the event of a dispute regarding account ownership, we may temporarily disrupt services until a resolution has been determined between the disputing parties. We reserve the right to determine and/or grant ownership to an account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. We reserve the right to request for any documentation to determine or confirm account ownership. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so, without liability to you or to any other party.

• Our Rights
• We reserve the right, without any notification or your consent, to:
• Restrict access to, disrupt services or delete your account for any reason whatsoever and at any time;
• Report any activity we suspect to be in violation of any applicable law to the appropriate authorities and cooperate with such authorities;
• Request any information from you in connection with your use and/or access to the Services and Website at any time;
• Provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that our employees and contractors may also be our merchants and that they may compete with you, although they may not use your confidential information in doing so;
• Optimize and adjust our Services and/or Website interfaces, usage rules, etc. from time to time, and adjust the specific types and scope of products;
• Remove any User Content which, in our opinion, is in violation of these Terms or any applicable law;
• Reject your application for an account, unpublish an existing account, cancel a subscription or delete an existing account for any reason, in our sole discretion; and
• Block, limit, disable, suspend or terminate your access to all or part of the Services and Website at any time based on our discretion in the event that:you have violated or non-compliant with any provisions of these Terms or the applicable laws;
• you have violated or non-compliant with any provisions of these Terms or the applicable laws;
• you subsequently register and log in to our Services and Website directly or indirectly or in the name of another person or entity after your access have been blocked, suspended or terminated by us;
• you fail to upgrade your service subscription as per clause 1.3.3 of these Terms; and/or
• you fail to make payment before the end of the current subscription period as per clause 1.3.4 of these Terms.
• Upon the blocking, limitation, disabling, suspension or termination of your access to all or part of the Services and Website becomes effective, you are solely responsible for all data and information contained in your account, including to migrate or forward the necessary information or data. we are not obliged to keep any information or data in or related to the account for you, or forward or migrate any information or data (including but not limited to messages that has not been read or sent) to you or the user or a third party, and we will not be held liable for any damages or losses incurred by you, the user or third-party due to the foregoing.
• Upon termination of your access to all or part of the Services and/or Website, you hereby grant us the right to keep and/or delete any information or data in or related to your account without liability to you whatsoever.

• Fees and Payment
• The subscription fees to subscribe to our Services are available on our Pricing Page. All subscription fees are payable in advance, regardless of the subscription plan chosen. Upon payment of the subscription fees, you will receive a payment receipt. The method of payment available as well as the pricing of each subscription plan are available on the Pricing page of the Website.
• After subscribing to our Services, you may also upgrade your subscription plan. The subscription fee to upgrade your subscription plan is available on our Pricing Page.
• We reserve the right to increase the subscription fees to our Services from time to time at our sole discretion. We may notify you of any substantial or significant changes to the subscription fees at least 30 calendar days in advance of such change taking effect. Your continued use of our Services shall constitute deemed acceptance of our increased subscription fees.
• We may notify you by email at least 7 calendar days prior to the expiry of the current subscription period to remind you of the current subscription period. If you fail to make payment before the end of the current subscription period, we may block, limit, downgrade, disable, suspend or terminate your access to all or part of the Services and Website at any time based on our discretion, without prior notice or obligation to you. Thereafter, unless you have completed payment for an extension of your subscription, we disclaim and make no representation or warranty in respect with, and in no event will we have any liability arising out of or in connection with the loss, liability, damage or expense of whatever nature from such action that we have taken in relation to your access to our Services and Website.
• In the event you delete your account or cancel your subscription to our Services, we will not provide refunds or rebates on your subscription fees, pro-rated or otherwise.
• The subscription fees are exclusive of taxes, and you shall be responsible for payment of all applicable taxes relating to your use of the Services or to any payments made by you.

2. PROHIBITED ACTIONS

• You agree to use our Services and Website in accordance with these Terms and for lawful and proper purposes. Further, you agree not to:
• Pass off or attempt to pass off our Services and Website as the product of anyone other than us, including removing, altering or replacing any notices of authorship, trademarks, business names, logos or other designations of origin;
• Interfere with or disrupt or destroy or attempt to interfere with or disrupt our Services and Website, or servers or networks connected to our Services and Website, including running or activating processes on our Services and Website that interfere with their proper working or place an unreasonable load on our Services and Website infrastructure;
• Violate the security of any network, including cracking passwords or encryption codes, transferring or storing any illegal material, or otherwise obtaining the password, account or private information from any other user of our Services and Website;
• Obtain or attempt to obtain unauthorised access, via whatever means, to any of our systems and those owned or operated by us;
• Disassemble, reverse engineer, decompile or modify any software or application contained in or available on our Website in whole or in part, or otherwise attempt to obtain or access the source code of our Website;
• Use manual or automated software or processes to extract, export or otherwise scrape any material displayed on our Website, including text, graphics, photographs, images, illustrations, audio, video, data, ratings, reviews and other information (“Content”). Such manual or automated software or processes include datamining, scraping, spidering, indexing, storing or rehosting the Content outside our Website;
• Use manual or automated software or processes to create derivative works based on the Content in our Services and Website;
• Abuse, harass, threaten, impersonate or intimidate anyone;
• Carry out fraudulent, false, misrepresentative or misleading behavior, including but not limited to advertising for services and/or procedures that you are not authorised or licensed to offer for any reason whatsoever;
• Post or transmit, or cause to be posted or transmitted, any material as stated in clause 5.2 below;
• Perform any action that disrupt or attempt to disrupt security, including but not limited to posting or transmitting, or cause to be posted or transmitted, malicious content including malware, Trojan horses, or viruses or other harmful computer codes, files scripts, and programs, illegally invade our server, maliciously scan our servers, collecting our data without authorization or otherwise interfere with any user’s access to our Services and Website, etc.;
• Publish, transmit or otherwise obtain any software, program, product or service that violates these Terms, including but not limited to engaging in or promoting the use of sending unsolicited commercial information or any form of communication or unsolicited mass mailing tools that run ping commands, flood attacks, and denial of service attacks, post or transmit, or cause to be posted or transmitted, unsolicited mass mailings or other forms of spam, including junk mail or chain letters;
• Infringe any rights of any third party, including intellectual property rights or proprietary rights;
• Perform any actions that, at our discretion, restrict or prevent other people or entities from using or enjoying our Services and Website and
• Infringe, or cause us to infringe, any applicable law, statute, ordinance or regulation.

• With respect to the Website, we reserve the right, in our discretion (including for violations of clause 2.1 above), to:
• Remove content in violation of our standards;
• Suspend or terminate your account or access to the Website;
• Notify relevant authorities; and
• Take other action that we deem appropriate or advisable

• If you are accessing our Services and Website via a registered account you acknowledge and agree that you are responsible for maintaining the confidentiality of your account username and password, you will restrict access to your computer, and you agree to accept responsibility for all activities that occur under your account.

3. YOUR PERSONAL DATA

• Our Privacy Policy additionally governs your use of our Services and Website. The Privacy Policy explains what personal data we collect from you, how and why we collect, use, and disclose such information, your rights in relation to your personal data and how to contact us if you have a query about the use of your personal data. You may access our Privacy Policy here: https://whauto.chat/privacy

4. OWNERSHIP, USE AND INTELLECTUAL PROPERTY RIGHTS

• All rights, including intellectual property rights, in and to our Services and Website, including but not limited to their design, text, graphics, applications, software, underlying source code, are owned by us or our licensors (as applicable). Intellectual property rights mean rights such as copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
• We and our licensors each reserve all of our respective rights in any intellectual property in connection with these Terms. This means, for example, that we and they remain owners of them and free to use them as we and they see fit.
• Nothing in these Terms grants you any legal rights in our Services and Website other than as necessary to enable you to access the Services and Website. You agree not to adjust or to try to circumvent or delete any notices contained on our Services and Website (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within our Services and Website.
• You hereby grant us a worldwide, royalty-free, sublicensable, transferable and perpetual license and consent to use your name, brand, trademark and/or logo for the purpose of promotion and marketing of our Services, including but not limited to displaying such name, brand, trademark and/or logo in our website.
• Nothing contained on the Services or Website should be construed as granting any licence or right to use any trademark without the prior written consent of the owner of the trademark.

5. REVIEWS AND USER SUBMISSIONS

• To the extent that our Services and Website allow you to post, upload, transmit or otherwise make available any Content (“User Content”), you agree that:
• You are solely responsible for the User Content that you upload and you represent and agree that you will not share anything that would infringe any rights of any third party, including intellectual property rights or proprietary rights;
• We are under no obligation to store, retain, publish or make available any User Content uploaded by you and that you will be responsible for creating backups of any User Content if necessary

• You may not upload, post or transmit on or through the Services and Website any User Content that:
• Violate any third-party copyright or other intellectual property rights or any right of publicity or privacy;
• Contain pornographic, defamatory, or illegal or immoral content;
• Exploit minors;
• Contain unlawful or violent action;
• Contain cruelty to animals or violence to animals;
• Promote fraudulent schemes or generate fraudulent advertising claims or unfair competition; and
• Violate any law, statute or regulation.

• You hereby agree to indemnify us against any loss, liability, damage or expense of whatever nature which we, and any of our affiliates, may suffer which is directly or indirectly caused by or attributable to your use of our Services and Website, to send or post any User Content.

6. HYPERLINKS AND THIRD-PARTY SITES

• External links may be provided on our Services and Website for your convenience, but they are beyond our control and we make no representations regarding these links. Your use or reliance on any external links and the content thereon is done at your own risk. When visiting external links you must refer to that external website’s terms and conditions of use.
• You will not create any hypertext from any website controlled by you or otherwise to our Services and Website without our express prior written consent.

7. DISCLAIMERS AND LIMITATIONS OF LIABILITY

• To the maximum extent permitted by applicable laws and regulations, us and our affiliates together with each of our respective officers, directors, employees, agents, partners and representative will not be liable for any direct, indirect, incidental, special, exemplary, consequential or other damages whatsoever, including but not limited to liability for:
• Loss of actual or anticipated income (whether direct or indirect);
• Loss of actual or anticipated profits (whether direct or indirect);
• Loss of contracts or business or goodwill (whether direct or indirect); or
• Loss of data,

• howsoever arising under or in connection with these Terms, even if any of us and our affiliates together with each of our respective officers, directors, employees, agents, partners and representative has been advised of the possibility of such losses or damages that were, are being or will be incurred, including any losses or damages resulting from (i) any access, use or inability to use the Services or Website; (ii) errors, mistakes or inaccuracies of or in any content (including the User Content) made available through the Services and/or Website (iii) any unauthorised access to or use of our servers and/or any personal data and/or other information stored herein, (iv) any interruption or cessation of transmission to or from the Services or Website, or (v) your use of any third-party sites or services or use of or access to any other website linked to the Website. This provision applies regardless of whether the damages are based in contract, tort (including negligence), breach of statutory duty or otherwise, including under the indemnity obligations under these Terms.
• We have no special relationship with or fiduciary duty to you for accessing and using our Services and Website and our Content. We have no control over, and no duty to take any action regarding:
• Which users gain access to our Services and Website;
• What Content you access via our Services and Website;
• What effects our Content may have on you; How you may interpret or use our Content; and
• What actions you may take as a result of having been exposed to the Content.

• We are also not liable for any costs associated with your network provider, who may charge you for accessing their connection services to access and use our Services and Website. We are also not responsible for the availability and quality of your telecommunication reception when accessing or using our Services and Website.
• Data Import
• You understand that due to the underlying technical settings and other reasons, in the process of importing data, the data might be damaged or changed. Due to the complexity and unpredictability of data migration, we disclaim and do not assume any legal liability or Loss, including compensation liability, for unrecovered or unrepaired data.
• You warrant that the data migrated or imported from other third-party platforms to the Website is legally and compliantly obtained and has been expressly authorized by the relevant party and any risks arising therefrom shall be borne by solely yourself. If we suffer losses as a result, you should be liable for compensation. You represent and warrant that you have all the necessary qualifications and legal authorizations required to perform this obligation, and that your actions shall at all times comply with the relevant applicable law including but not limited to the data protection laws.
• Since we only provide you with technical services for data import and not, in any way, verify the correctness, completeness or appropriateness of the imported data, you must ensure the correctness of the imported data. If the data import cannot be carried out due to data errors or the result of the data import does not match or any other reason not attributable to our sole fault or negligence, we shall not be liable for any loss, liability, damage or expense of whatever nature that you incur due to such circumstances.

• The services and website and all content, information, materials and products available from the services and website are provided to you strictly on an “As is” and “as available” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights in relation to the website or the content, information, materials and products available from the website are hereby disclaimed to the maximum extent permitted by applicable law by us (including our affiliates, directors, officers, employees, agents, contractors, successors and assignees). Without derogating from the aforesaid, we, our licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the website or content, information, materials or products available from the services and website. We (including our affiliates, directors, officers, employees, agents, contractors, successors and assignees) do not represent or warrant that the use of the services and website will be timely, uninterrupted, or error-free or operate in combination with any other hardware, software, system or data.
• Our Services, including but not limited to WhautoChat platform – SaaS, made available on the Website are dependent on the Website Programming Interface (or API) service of the marketplace to which our Services are connected to and the marketplace API service may not provide real-time updates to our Services. To the maximum extent permitted by applicable laws and regulations, we disclaim and make no representation or warranty in respect with, and in no event will we have any liability arising out of or in connection with the loss, liability, damage or expense of whatever nature caused by the availability of the marketplace API, including any penalties or actions that the marketplace may impose on you.
• You agree that we may change or interrupt some or all of the network services (which include, but not limited to the directory, messaging, file sharing, file server and/or file storage services), and delete any information you submit in using our network services in accordance with the provisions of these Terms, without notifying you, and without any liability to you whatsoever.
• We have the right to overhaul or perform maintenance on the Services, Website or related equipment that provides Services on a regular or incidental basis, but we will notify you in advance through website announcements or other means. We shall not be liable for any expenses, losses (including loss of profit or opportunity) or damages incurred by you due to the interruption, disruption or suspension of the Service due to such circumstances.
• We will perform commercially reasonable effort to provide security measures based on industry practice to ensure the security and normal operation of the Service and Website. However, due to possible computer viruses, network communication failures, system maintenance and other factors as well as force majeure events that may occur, we make no warranty that the Services provided are flawless. Therefore, if there is a defect, deficiency, failure or error in the Service we provide, but the defect, deficiency, failure or error is unavoidable due to the security measure applied based on the current industry practice or existing technology, we shall not be liable for breach of contract under such circumstances.
• We shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident. Where such events or circumstances result in a delay in or failure in the provision of our Services, we will provide you with an estimated time when you will regain access to our Services, but you will not have any right to terminate these Terms due to such delay or failure.

8. INDEMNITY

• You agree to defend, indemnify and hold us harmless, our officers, directors, shareholders, employees, affiliates, agents, partners and representative from and against any and all claims, damages, obligations, losses, liabilities, costs (including attorney fees) arising from (i) your breach of any of these Terms; (ii) your breach of any third-party right, including copyright or privacy right, resulting from your User Content and your use of the Services and Website; and (iii) any other type of claim discussing alleged damages caused by your User Content to a third party.
• In addition, we may use whatever information that is available about you to stop any such breach of these terms, any unlawful or inappropriate use of the Services or Website, including informing any third party we deem appropriate of such breach or use and/or disclosing your personal data to such third party.

9. Disclaimer of Warranties

• These Terms are terminated when any of the following conditions is met:
• Notification of cancellation: We can terminate these Terms by written notice 30 calendar days in advance without being liable for breach of contract;
• Unilateral right of termination: You understand that we reserve the right to terminate this agreement immediately and impose penalties on you in the event that,
• Based on our own sole discretion, you have violated the relevant terms, agreements, rules, notices and other relevant provisions of the Service and the Website; and
• Any data or information that you filled in or submitted to us is untrue or inaccurate.
• Effect of termination:

Upon termination of these Terms:

• We will terminate your access to the Website and the Services without any liability to you;
• You are solely responsible for all data and information contained in your account, including to migrate or forward the necessary information or data. We are not obliged to keep any information in or related to the original account for you, or forward or migrate any information (including but not limited to messages that has not been read or sent) to you or the user or a third party, and we will not be held liable for any damages or losses incurred by you, the user or third-party due to the foregoing;
• At any time after the termination becomes effective, you shall delete or return, upon our request, all the data you obtain from our Services and Websites, including but not limited to user data, Website or Services operation data and certify in writing that such return or destruction have taken place;
• You will remain obliged to perform all of its outstanding obligations up to and including the date of termination;
• You hereby grant us the right to keep and/or delete any information or data in or related to your account without any liability to you whatsoever.

10. MISCELLANEOUS

• We may amend these Terms from time to time by posting the updated Terms on our Website or anywhere else our Services are available. By continuing to use our Services or Website after the changes come into effect means that you agree to be bound by the revised Terms.
• No failure or delay by us or any of our beneficiaries in exercising any right or remedy under these Terms shall constitute a waiver of that right. The exclusion or omission of any provision or term from these Terms shall not be deemed a waiver of any right or remedy that we may have under applicable law.
• Clauses 1.2.3, 4.4, 5.1.2, 5.3, 7, 8, 9.2 of these Terms and other provisions of these Terms that by its nature or by circumstances were meant to survive, shall survive the termination or expiration of these Terms.
• Nothing in these Terms shall be deemed or construed to create a partnership between us and you, and you acknowledge that we are independent parties to these Terms and neither of us are agent to the other party.
• A person who is not party to these Terms shall not have any right or obligation under any applicable laws and regulations to enforce any provisions under these Terms.
• These Terms and any other documents expressly referred to in these Terms, as may be amended from time to time, constitute the entire agreement and understanding between us and you in relation to the subject matter of these Terms and supersedes any previous agreement or understanding between us and yourself in relation to such subject matter.
• No failure, delay or omission by us in exercising any right, power or remedy provided by law or under these Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise by us of any right, power or remedy provided by law or under these Terms shall prevent any future exercise of it or the exercise of any other right, power or remedy.
• These Terms are not assignable, transferable or sub-licensable by you except with our prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations to related body corporates, purchasers of the business or other third parties. We will tell you in writing before this happens and we will ensure that the transfer will not affect your rights under these Terms. By continuing to access or use the Services and Website after such notice, you consent to such transfer, assignment or delegation.
• If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the remaining provision or part provision will remain in full force and effect to the maximum extent permitted under applicable laws and regulations.
• These Terms shall be construed in accordance with, and governed by, the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist one (1) arbitrator. The language of the arbitration shall be English.

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, compiled assets, architecture, documentation, and related proprietary 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, intellectual property rights, or any exclusive use.
• All rights not expressly granted remain reserved by WhautoChat.

3. Restrictions

• Resellers shall not:
  • Reverse engineer, decompile, or disassemble the Platform.
  • Attempt to extract, analyze, or reconstruct the source code.
  • Clone or create derivative works of the Platform.
  • Rebuild, replicate, or develop a competing platform based on knowledge gained from the Platform.
  • Sublicense, resell, or redistribute the Platform to other resellers or as competing products.
  • Remove, alter, or tamper with embedded signatures, license protections, 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.
  • Copy, clone, or reproduce any part of WhautoChat's help documentation, knowledge base, training materials, or support materials without written permission.

Any such action constitutes a breach of the license terms and WhautoChat reserves the right to cancel the license immediately.

4. Security Circumvention

• Any attempt to bypass license restrictions, modify platform files, tamper with compiled assets, intercept internal platform communication, disable licensing mechanisms, or otherwise interfere with the security or protection mechanisms of the Platform shall be treated as an attempt to reverse engineer or compromise the Platform.
• Such actions constitute a material breach of this Agreement.
• If WhautoChat determines that a Reseller, its employees, contractors, or any party acting on its behalf has engaged in such activities:
  • The reseller license will be immediately terminated without refund.
  • Access to the Platform, updates, and services may be permanently revoked.
  • The violating party shall be liable for liquidated damages of USD $250,000, representing the estimated commercial value of the platform's codebase without resale rights.
  • The violating party agrees to fully reimburse all legal fees, investigation costs, enforcement costs, and damages incurred by WhautoChat.
  • WhautoChat reserves the right to pursue injunctive relief and any other remedies available under applicable law.
• This clause applies to cloud, self-hosted, and white-label deployments of the Platform.

5. Intellectual Property Rights

• All intellectual property rights relating to the Platform remain solely owned by WhautoChat.
• No ownership, rights to the source code, architecture, workflows, algorithms, or proprietary systems are transferred to the Reseller.
• Any feedback, suggestions, improvements, or modifications proposed by Resellers shall automatically become the exclusive property of WhautoChat.

6. Confidentiality

• Resellers agree to maintain strict confidentiality regarding WhautoChat's business, technical, architectural, operational, and strategic information.
• This includes but is not limited to:
  • Software architecture
  • Platform features and roadmaps
  • Business strategies
  • Pricing models
  • Infrastructure details
• Confidentiality obligations survive termination of this agreement.

7. 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.

8. Indemnification (Reseller Specific)

• Resellers agree to indemnify and hold harmless WhautoChat against claims, losses, damages, liabilities, and expenses arising from:
  • Misuse or abuse of the Platform
  • Breaches of applicable law or third-party terms
  • End Customer disputes or claims
  • Misrepresentations made by the Reseller regarding the Platform

9. Termination (Reseller Specific)

• WhautoChat reserves the right to terminate any reseller arrangement if:
  • There is a breach of these or the general terms.
  • Misuse, abuse, illegal activity, or breach of license scope is identified.
  • Evidence of reverse engineering, cloning, security circumvention, or sublicensing violations arises.
• Upon termination, Resellers must:
  • Cease all use of the Platform.
  • Disable all deployments of the Platform.
  • Return or destroy all proprietary WhautoChat materials.
  • Assist in proper winding down or transitioning of End Customer services if required.

10. 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
  • Loss of data
• WhautoChat provides the Platform "as is" and makes no warranties regarding performance, reliability, or fitness for a particular purpose.
• The Reseller assumes full responsibility for the risks associated with operating, reselling, or self-hosting the Platform.

11. Force Majeure

• WhautoChat shall not be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, wars, riots, government orders, telecommunications failures, internet disruptions, pandemics, or other unforeseen events.
• During a Force Majeure Event:
  • Obligations may be temporarily suspended.
  • Time for performance may be extended.
  • No refunds or credits shall be due for periods affected by such events.

12. Miscellaneous (Reseller Addendum)

• WhautoChat may amend this Addendum at any time by posting updates on its website or notifying the Reseller.
• Continued use of the Platform constitutes acceptance of the updated terms.
• No failure or delay by WhautoChat in exercising any right under this Addendum shall constitute a waiver.
• Provisions intended to survive termination including confidentiality, intellectual property rights, indemnification, and liability limitations shall remain in effect.
• Nothing in this Addendum creates a partnership, joint venture, or agency relationship.
• Both parties operate as independent entities.
• This Addendum together with the Main Terms constitutes the entire agreement regarding the reseller relationship.
• This Addendum is not assignable by the Reseller without prior written consent from WhautoChat.
• If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

13. Governing Law & Arbitration

• This Addendum is governed by the laws of Singapore.
• Any dispute arising from or relating to this Addendum shall be resolved through arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules.
• Seat of arbitration: Singapore
• Tribunal: One (1) arbitrator
• Language: English

Self Hosted Business License Addendum

This section supplements and overrides certain general terms only for customers who have purchased a Self Hosted Business Edition license for WhautoChat.

1. Definitions (Specific to Business Edition)

• License Holder: The organization or individual that has purchased a Self Hosted Business Edition license.
• Platform: The WhautoChat software, systems, compiled assets, architecture, documentation, and related proprietary assets.
• Deployment: A single installation or running instance of the Platform on a server or hosting environment.

2. License Grant

• The Self Hosted Business Edition license grants the License Holder a non-exclusive, non-transferable, revocable license to:
  • Deploy and operate the Platform on their own infrastructure
  • Use the Platform internally for business operations
  • Manage communications, automation, and workflows within their own organization
• The Platform is licensed, not sold, and no ownership rights to the software, source code, or intellectual property are transferred.

3. Deployment Limits

• Each Self Hosted Business Edition license permits one (1) deployment of the Platform.
• License Holders may not:
  • Install the Platform on multiple servers using a single license
  • Operate multiple production environments using one license
  • Share a license across multiple organizations, brands, or business entities
• If additional deployments are required, additional licenses must be purchased.
• WhautoChat reserves the right to implement technical license verification mechanisms to enforce deployment limits.

4. Restrictions

• License Holders shall not:
  • Resell, sublicense, rent, lease, or distribute the Platform
  • Offer the Platform as a SaaS or hosted service to third parties
  • Provide access to the Platform as a commercial service to external clients
  • Reverse engineer, decompile, or disassemble the Platform
  • Attempt to extract or reconstruct the source code
  • Clone or create derivative works of the Platform
  • Remove or tamper with embedded signatures, licensing systems, or ownership notices
  • Use the Platform to build competing software or services
  • Copy or reproduce WhautoChat documentation, knowledge base, or support materials without written permission
• Any such actions constitute a breach of the license agreement.

5. Security Circumvention

• Access to compiled software files in a self hosted deployment does not grant the right to inspect, analyze, reverse engineer, or modify the Platform.
• Any attempt to:
  • Modify platform files
  • Tamper with compiled assets
  • Bypass licensing restrictions
  • Disable security protections
  • Intercept internal platform communication
  • Extract internal APIs, database structures, or system architecture
  shall be treated as reverse engineering and security circumvention.
• Such actions constitute a material breach of this Agreement.
• If WhautoChat determines that such activity has occurred:
  • The license will be immediately terminated without refund
  • Access to updates and services may be permanently revoked
  • The violating party shall be liable for liquidated damages of USD $250,000
  • The violating party agrees to reimburse all legal, investigation, and enforcement costs

6. Intellectual Property Rights

• All intellectual property relating to the Platform remains solely owned by WhautoChat.
• This includes but is not limited to:
  • Software code
  • Platform architecture
  • Algorithms and workflows
  • System design
  • Documentation and training materials
• No rights to the underlying technology are transferred to the License Holder.

7. Support & Updates

• WhautoChat may provide updates, patches, and technical documentation for the Platform.
• License Holders are solely responsible for:
  • Hosting the Platform
  • Maintaining the server infrastructure
  • Applying updates and patches
  • Securing their deployment environment
• WhautoChat disclaims liability for issues arising from outdated, modified, or improperly maintained installations.

8. Termination

• WhautoChat reserves the right to terminate the license if:
  • The License Holder breaches the terms of this Addendum
  • Unauthorized resale or commercial use is detected
  • Reverse engineering, cloning, or security circumvention occurs
• Upon termination, the License Holder must:
  • Immediately cease use of the Platform
  • Disable all running deployments
  • Destroy all copies of the software and related materials

9. Limitation of Liability

• To the maximum extent permitted by applicable law, WhautoChat disclaims all liability for any direct, indirect, incidental, consequential, or special damages arising from the use or inability to use the Platform.
• The Platform is provided "as is" without warranties of any kind.

10. Governing Law

• This Addendum shall be governed by the laws of Singapore.
• Any disputes shall be resolved through arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules.
• The seat of arbitration shall be Singapore and the proceedings shall be conducted in English.