Querlo Terms of Service

Last updated: 18/08/2019

Welcome to Querlo!

1.Introduction

Querlo is a Chatbot powered by artificial intelligence technology that helps you converting the visitors to your website into leads and obtain more customers. Querlo Chatbot operates on a 24 hours basis interacting with the visitors to your website and converting them into potential clients.

Your relationship with Querlo is governed by these Terms of Service, which discipline your access to and use of the Querlo website, including any subdomains thereof, and any other websites through which Querlo makes its services available and all associated services.

2. Definitions

“Chatbot” refers to the Online Lead Generator which is the conversational artificial intelligence solution offered by Querlo under these Terms;

“Customer” means the user that freely interacts with the Chatbot;

“Chatbot Studio” means the restricted area of the Website which is accessible by registered (both “Free” and “Paid”) Users. In this area, Users are able to create and manage Chatbots, change Plans, consult guides and adjust settings;

“Free User” means a User who makes use of the free Basic Plan (as defined in sub-section 4.1); “Paid User” means a User who signs up for and makes use of a paid Plan (Standard, Advanced or Custom, as defined in sub-sections 4.2, 4.3 and 4.4);

“Querlo” means Querlo LLC;

“Querlo CRM” means the customer relationship manager platform offered by Querlo to the User where the details of the leads interacting with the Chatbot are stored and made available to Users;

“Services” means the online services offered by Querlo to Free and Paid Users;

“Terms” means these Terms of Service, which constitute a legally binding and enforceable agreement between the User and Querlo LLC;

“User” or “you” means an individual that have registered an account on Querlo and is entitled to access the Chatbot Studio. “User” includes both “Free User” and “Paid User”;

“Website” means the URL https://www.querlo.com/ and any related domain and sub-domain.

In section 8 of these Terms:

“GDPR” means Regulation (EU) 2016/679;

“Personal data”, “Data subject”, “Controller”, “Processor”, “Processing”, and “Supervisory Authority” have the meaning given by the definitions of Article 4 GDPR.

In these Terms, “Querlo” and the “User” are individually refer as a “Party” and collectively as the “Parties”.

3. Obligations of Querlo

3.1 In case you qualify as a “Free User”, Querlo undertakes to provide you free and unlimited access to the Chatbot Studio and let you use the Services included in the Basic Plan, as defined herein.

3.2 In case you qualify as a “Paid User”, Querlo undertakes to provide you with unlimited access to the Restricted Area and make you use the Services included in the paid Plan you have signed up and paid for, as detailed in sub-sections 4.2, 4.3 and 4.4 below.

3.3 As a Paid User, you are entitled to customer service assistance provided by Querlo. In case you encounter any issue whilst using the Website and any of the services included in the plan, you can contact dataprotection@querlo.com. A representative will follow up with you as soon as possible and in any case, within 48 hours from your request. Querlo cannot guarantee a specific timeframe for the resolution of the issue brought to its attention as it depends on the object of the issue. Nonetheless, Querlo customer service will do its best to solution any matter in a timely manner.

4. Plans

4.1 Basic Plan The Basic plan is activated automatically upon registration by the User. The Basic Plan is free of charge and includes the following Services:

i. one hundred (100) user interactions; and
ii. unlimited chat impressions.

4.2 Standard Plan

The Standard Plan can be purchased by the User from the Chatbot Studio. The monthly price of the Standard Plan is USD 299.00 and includes:

i. one hundred (100) user interactions;
ii. unlimited chat impressions;
iii. customizable branding; and
iv. five hundred (500) data credit per account.

4.3 Advanced Plan

The Advanced Plan can be purchased by the User from the Chatbot Studio. The monthly price of the Advanced Plan is USD 499.00 and includes:

i. one hundred (100) user interactions;
ii. unlimited chat impressions;
iii. customizable branding;
iv. five hundred (500) data credit per account;
v. customizable URL (subject to availability and to Querlo’s naming policies); and
vi. five thousand (5000) data credits per account.

4.4 Custom Plans

Custom Plans can be requested by contacting Querlo Sales Team at sales@querlo.com. The price and features of the Custom Plans are established case-by-case depending on the needs of the User.

5. Payments

5.1 Payments for paid (Standard, Advanced and Custom Plans) are to be effected upon subscription from the Chatbot Studio. Payments can be effected via PayPal only. Regardless of the billing cycle, Querlo provides no refunds or credits for unused time of the Services or plan downgrades if you decide to close your account before the end of your subscription period, unless:

i. Services in your respect are terminated unilaterally by Querlo for a reason other than material breach of these Terms;
ii. You have decide to opt-out following an alteration of these Terms by Querlo;
iii. You have decided to opt-out following Querlo assigning these Terms under Section 13;
iv. You have decided to opt-out following Querlo changing the applicable fees.
In these cases, you are entitled to a refund of the fee you have paid calculated pro-rata.

6. Customer Due Diligence

Paid Users may be required by Querlo to submit additional information other than that their personal details sent during registration in order for Querlo to comply with its obligations in terms of customer identification and due diligence. Querlo reserves the right not to offer the Chatbot and related services and not to register an account to Users based in certain jurisdictions which are considered high-risk and/or are subject to international sanctions. Querlo additionally reserves the right to disable, close the account and erase all related data of a User that does not submit information required by Querlo for customer due diligence upon request.

7. Acceptable Use Policy

7.1 At any time during these Terms, Users shall use the Website and the Services only for lawful purposes and shall not carry out any illegal activity whilst using the Services. Under these Terms, “illegal activity” means any action that in any way may breach or purport to breach any applicable local, national or international law or regulation which applies to both Querlo and/or the User.

7.2 At any time during these Terms, Users shall refrain from transmitting, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam). User shall additionally refrain from knowingly transmitting any data, sending or uploading any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

7.3 Users shall not access without authority, interfere with, damage or disrupt:

i. any part of the Website other than the Chatbot Studio and other areas of the Website that they are authorized to access;
ii. any equipment or network on which the Website is stored; and
iii. any software used in the provision of the Website.

7.4 Querlo reserves the right to supervise compliance by the User of sub-sections 7.1, 7.2 and 7.3 of this Terms and to determine, in its discretion, whether there has been a breach of said sections through the use of the Website by the User. When a breach of said sections has occurred, Querlo we may take the following actions, as deemed appropriate:

i. Immediate, temporary or permanent withdrawal of your right to access and use the Website and the Services;
ii. Immediate, temporary or permanent removal of any posting or material uploaded by you to the Website, including the Chatbots that you have created;
iii. In case Querlo suffers any material or immaterial damage as a consequence of your breach, it reserves the right to establish legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and/or iv. Disclosure of such information to enforcement authorities.
Querlo excludes liability for actions taken in response to breaches of these sub-sections 7.1, 7.2 and/or 7.3 of these Terms. The responses described in this section are not limited, and Querlo may take any other action reasonably deemed appropriate.

8. Data protection

8.1 Whilst using the Services, the User qualifies as controller and Querlo qualifies as processor.

8.2 This section 8 shall be the written agreement mandated by Article 28.3 GDPR that must be in place between the data controller and the data processor.

8.3 By entering into these Terms and appointing Querlo as a processor, the User understands and agrees that Querlo provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of GDPR and ensure the protection of the rights of the data subject.

8.4 The subject-matter of the processing shall be the collection of Customers’ data by the User by means of the Chatbot provided by Querlo. The User shall be considered as the controller is relation to such data. The processing shall last as long as these Terms are in force.

8.5 The nature of the processing shall, without limitation, correspond to all the operations included in the definition of “processing” under Article 4.2 GDPR. The purpose of the processing shall be the provision of Service by Querlo to the User, as defined herein.

8.6 The type of personal data undergoing processing shall be the contact details of the Customers and any personal data may be disclosed by the User while interacting with the Chatbot. The User is never obliged to disclose personal data by the Chatbot and can opt-out at any time by simple closing the browser window where the Chatbot is hosted, without any consequence whatsoever. The categories of data subjects whose personal data undergoes processing are Customers.

8.7 The User undertakes to respect the provision of GDPR and of any other applicable data protection legislation, and assume all liabilities deriving from Article 24 GDPR. The User additionally undertakes to deliver a Privacy Policy under Article 13 GDPR to the Customers. The User agrees to indemnify and hold harmless Querlo, its partners, associates, employees, contractors and any other person who may be sought to be made liable in respect of any activity arising from these Terms in respect of any claim of whatever kind that may be made by any authority and/or person and any costs and expenses that may be incurred by Querlo as a consequence of such claims.

8.8 Querlo shall:

i. Process the personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which the processor is subject; in such a case, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. Querlo will immediately inform the controller if, in its opinion, an instruction infringes GDPR or other Union or Member State data protection provisions. At the time of entering into these Terms, the instructions are those found in these Terms;
ii. Ensure that persons authorised to process the personal data have committed themselves to confidentiality;
iii. takes all measures required pursuant to Article 32 GDPR;
iv. taking into account the nature of the processing, assists the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR;
v. assists the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of processing and the information available to the processor;
vi. at the choice of the controller, deletes or returns all the personal data to the controller after the end of the provision of Services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data;
vii. makes available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28.3 GDPR and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller as long as the purpose of such audits is to verify compliance with GDPR. Such audits may take place once a year at the expense of the User. Querlo will not accept any external auditor appointed by the User for conducting the audits mentioned in this sub-section;
viii. inform the controller of any intended changes concerning the addition or replacement of other processors, thereby giving the User the opportunity to object to such changes.

9. Changes to these Terms

Querlo reserves the right to alter these Terms for any reason at any time. If the alterations constitute a material change to the Terms, you will be notified and retain the right to delete the account associated to your User and receive a pro-rata refund of the amount you have paid for a Paid Plan. What constitutes a "material change" will be determined at Querlo’s sole discretion, in good faith and using common sense and reasonable judgement.

10. Indemnification

You agree to indemnify and hold Querlo harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to your breach of these Terms and any of your obligations under these Terms, and your violation of any law or the rights of a third party which may directly or indirectly affect the performance of the obligations of both Parties under these Terms.

11. Entire agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and Querlo, these Terms constitute all the terms and conditions agreed upon between you and Querlo and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

12. Severability and waiver

12.1 Unless otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by law.

12.2 Any failure by Querlo or by any third party beneficiary to enforce these Terms or any provision thereof shall not waive Querlo’s or the applicable third party beneficiary’s right to do so.

13. Assignment

13.1 Querlo may assign these Terms, and any of its rights under these Terms Agreements, in whole or in part, and Querlo may delegate any of its obligations under these Terms.

13.2 In case Querlo assigns these Terms, you will be notified and you will have the option to opt-out from these Terms and retain the right to receive a pro-rata refund of the amount you have paid for a Paid Plan.

13.3 You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.

14. Intellectual property

The intellectual property comprising the Website is protected and owned worldwide by Querlo. Such rights include patent rights on the operational aspects of the site; copyright protection on the look and feel of all the various screen shots making up the site and trademark protection on the name and log used herein. No aspect of this site may be copied or used in any manner with the express prior written authorization by Querlo.

15. Term and termination

15.1 These Terms will remain in force as long as the a Free User has an account open with Querlo and as long as a Paid User is paying the monthly fee for relevant plan.

15.2 A User can request to delete its Account at any time and terminate these Terms by contacting Querlo to dataprotection@querlo.com. A Paid User that requests deletion of its account will not receive a pro-rata refund of the residual amount paid.

15.3 Querlo reserves the right to disable and delete a User account and terminate these Terms unilaterally in case of material breach of these Terms by the User. For the sake of clarity, a material breach is a substantial failure by the Users to abide by its obligations under these Terms which is significant enough to release Querlo from its obligation. Depending on the circumstances, a material breach may accrue to the right for Querlo to sue the User for damages caused by the breach.

16. Governing law

These Terms are governed by and to be interpreted in accordance with the substantive laws of the State of New York. To the fullest extent allowed by law, these Terms disclaim any duty of good faith and fair dealing as well as any implied contractual terms or obligations.

17. Dispute resolution

With regard to any dispute that may arise in relation to the interpretation or implementation of these Terms, the Parties shall strive to negotiate in good faith to settle the dispute. If the dispute cannot be settled within thirty (30) days from the date any Party issues written notice requesting settlement of a dispute through negotiation, the Courts of New York, United States of America, shall have exclusive jurisdiction.