User Agreement

Effective date: January 22, 2025
Last updated: February 25, 2025

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Weply A/S (“Weply”, “we”, or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.weply.chat, and our mobile applications, owned and operated by us, (collectively, the “Site”), all services (including the Agent Services), and applications that are offered through the Site. This Agreement includes and hereby incorporates by reference the Privacy Policy, Cookie Policy, and Data Processing Agreement (collectively, the “Terms and Conditions”). Subject to the conditions set forth herein, Weply may, in its sole discretion, amend this Agreement and the Terms and Conditions at any time by posting a revised version on the Site. For such changes to become effective towards the user through the users’ use of the Site, notification about the change must be given at the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. If a revised version includes a Substantial Change, we will notify you in writing of the Substantial Change a reasonable period before the Substantial Change becomes effective. Your continued use of the Site after the Effective Date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the Terms and Conditions. In the event of a conflict between this Agreement and the Privacy Policy, Cookie Policy, or the Data Processing Agreement this Agreement will supersede unless the Privacy Policy, Cookie Policy, and/or the Data Processing Agreement, as the case may be, explicitly states that it supersedes. Capitalized terms are defined throughout this Agreement and in Section 19 (Definitions).

YOU UNDERSTAND THAT BY USING THE SITE AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

  1. DIGITAL SIGNATURE

By registering for a Weply account on the Site (an “Account”), or by clicking to accept the Terms and Conditions when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you register your Account. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.

  1. ELECTRONIC COMMUNICATION

In connection with this Agreement, you may need to receive certain records, such as notifications, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form.

2.1. KEEPING YOUR EMAIL ADDRESS CURRENT WITH US

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by contacting us at support@weply.dk.

By accepting and agreeing to this Agreement you represent that you have read and understand the above consent to receive records and notices electronically.

  1. WEPLY ACCOUNTS

3.1. ACCOUNT ELIGIBILITY

To use the Site, you must register for an Account. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can enter into legally binding contracts. When you register for an Account, or if you had an Account on the Effective Date, use this Site after the Effective Date, you also must agree to the terms of this Agreement. By registering for an Account (including being added as an internal agent to an Account), by using the Site after the Effective Date, if you had an account on the Effective Date, or by clicking to accept the Terms and Conditions when prompted on the Site, you agree to:

(a) abide by the Terms and Conditions and

(b) be financially responsible for your use of the Site, including the purchase of a Subscription Plan, Add-on services,and/or Agent Services.

Weply reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site upon discovery that any information you provided to us is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms and Conditions, or for any other reason or no reason in Weply’s sole discretion.

3.2. ACCURACY OF INFORMATION

You agree to provide true, accurate, and complete information upon registration and use of the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your name, age, location, skills or business.

3.3. IDENTITY VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. When requested, you must provide us with information about you and/or your business.

3.4. USERNAMES AND PASSWORDS

When you register for an Account, you will be given a username and must create a password for the Account.

When you register for an Account, you will be provided credentials for the Account.

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Weply to assume that any person using the Site with your username and password is you or is authorized to act for you. You agree to notify us immediately, if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password.

  1. PURPOSE OF THE SITE

The Site provides a hosted online chat solution through a Subscription Plan or a customized agreement with or without chat-agents. Subject to the Terms and Conditions, Weply and/or its affiliates and/or its or their respective successors provides the Site services to Clients, including hosting and maintaining the Site.

  1. PAYMENT TERMS

5.1. SUBSCRIPTION PLANS

When a Client buys a Subscription Plan, an automatic billing cycle is created for the Client, which will charge the fee for the chosen Subscription Plan on a recurring basis. We will invoice the Subscription Plan fee up front for the rest of the month plus the period that is agreed upon. The Subscription Plan fee will be paid up front at least every three months or what period that is agreed upon.

5.2 AGENT SERVICES

When a Client subscribes for Agent Services they will receive a monthly invoice every last day of the month stating the number of chats and leads handled in their chat.

5.3. PREPAID CHATS AND LEADS

Subscribing for the Agent Services includes a fixed amount of chat and/or leads paid up front. These chats and/or leads are charged along side the Subscription Plan. The amount of chats and/or leads are determined by the activity in the chat. The amount of prepaid chats and/or leads must be minimum 30% of the expected activity. Prepaid chats and/or leads are added to a balance every first day of the month and will always be used first. Chat and/or leads generated more than the prepaid amount will be invoiced as described above, 5.2 Agent Services. Any prepaid leads and/or chats left in any month will automatically be transferred to the following month. Prepaid chats and/or leads will not be refunded. All prepaid chats and/or leads will be released to be used in the binding period.

5.4. PAYMENT METHODS

In order to use certain Site Services, Clients must provide account information for a valid Payment Method. The Site can issue invoices and allows credit cards, including Visa, MasterCard, Maestro and Dankort (only in Denmark).

Client hereby authorizes Weply to charge Client’s credit card (or any other Payment Method). Credit cards and, if applicable, bank accounts will be charged by Epay A/S and/or any of Epay A/S’ affiliates and/or successors as well as Stripe. By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Clients use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

  1. RIGHTS TO CLIENT MATERIALS

“Client Materials” means training materials, generated chat conversations and sales leads, Intellectual Property Rights, and any other information or materials that Client provides to Weply for Agents to perform Agent Services.

Client grants Weply a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the Agent Services and the improvement of such. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. The Agent retains no rights to use, and will not challenge the validity of Client’s ownership in, such Client Materials.

  1. CLIENT-AGENT RELATIONSHIP

This Agreement does not create a partnership, agency or employment relationship between Client and Agent. Agent does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Weply or the Client.

  1. LICENSES AND THIRD-PARTY CONTENT

8.1. SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS

Weply retains all right, title, and interest in and to all Intellectual Property Rights related in and to the Site. The Weply logos and names are trademarks of Weply and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Weply’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

  1. Usage of site

9.1. UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE

You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You agree that you will not:

(a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure;

(b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site or any software code that is part of the Site without the prior express written permission of Weply and the appropriate third party, as applicable;

(c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site;

(d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;

(e) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;

(f) collect or harvest any personally identifiable information, including Account names, from the Site;

(g) access any content on the Site through any technology or means other than those provided or authorized by the Site; or

(h) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Weply or any third party.

9.2. THIRD-PARTY VERIFICATION

The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third-parties or any other Users is that of the respective author(s) or distributor(s) and not of Weply. Weply neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Weply’s authorized employees acting in their official capacities.

9.3. THIRD-PARTY APPLICATIONS

The Site may contain applications that allow you to use some of the Site functionality. Such third-party applications are owned and operated by the third-parties and/or their licensors. Your access and use of third-party applications will be governed by the terms and policies of the applicable third-party applications. You acknowledge and agree that Weply is not responsible or liable for:

(a) the availability or accuracy of third-party applications. You are responsible for deciding if you want to access third-party applications through the Site. The inclusion of any application on the Site does not imply that we endorse the linked application. You use the third-party applications at your own risk and agree that your use of a third-party application via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

9.4. MOBILE APPLICATIONS

When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.

9.5. SITE UPDATES

We may from time to time in our sole discretion develop and provide Site updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. In the case of mobile applications you will promptly download and install all Updates and acknowledge and agree that the mobile applications or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Weply reserves the right, at any time, to modify, suspend, or discontinue portions of the Site without notice. You agree Weply will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site or any part thereof.

  1. WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEPLY DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

  1. AGREEMENT TERM AND TERMINATION

This Agreement, as amended from time to time, will become effective on the Effective Date or your first visit to the Site.

If you are a Client and unless otherwise expressly agreed in writing, either of us may terminate this Agreement and the Agent Services in our sole discretion, 30 days before the Subscription Plan is renewed, upon written notice to the other. In the event the Agreement is properly terminated, your right to use the Site and the Agent Services is automatically revoked, and your Account will be closed, and any available credit on your Account will be refunded.

Upon cancellation of your subscription, you are required to retain the chat script on your website for the duration of the binding period. This ensures continuity and compliance with our terms. Should you choose to remove the chat prior to the end of this period, we reserve the right to charge you an amount reflecting your expected spend based on your usage over the past three months. This policy is in place to uphold the integrity of our services and ensure fair compensation for the resources utilized.

  1. DISPUTE PROCESS AND SCOPE

If a dispute arises between you and Weply, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Weply (including any claimed employment with Weply), the termination of your relationship with Weply, or the Site (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms and Conditions, any payments or money you claim are due to you from Weply, privacy, compensation, termination, discrimination or harassment.

This Agreement and any Claim will be governed by and construed in accordance with the laws of the state of Denmark other then any rules that would lead to any other applicable laws than Danish. Any Claims that cannot be settled amicably, shall be settled by the ordinary courts of Denmark with the Copenhagen City Court as the court of first instance.

Before bringing a Claim before the courts, you agree to first notify Weply of the Claim at support@weply.dk and Weply agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Both you and Weply will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

  1. GENERAL

13.1. Interpretation

The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Weply drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or Weply because of the authorship of any provision of this Agreement.

13.2. COMPLIANCE

User will not violate any applicable laws or third-party rights on or related to the Site.

13.3. MODIFICATIONS

No modification or amendment to this Agreement will be binding upon Weply unless in a written instrument signed by a duly authorized representative of Weply. This Section 13.3 (Modifications) does not apply to amendments to this Agreement posted by Weply to the Site from time to time.

13.4. NO WAIVER

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.

13.5. ASSIGNABILITY

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.

13.6. SEVERABILITY

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

13.7. FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party (“Force Majeure”). The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either party may give to the other a 30-day notice of termination. If, at the end of the 30 days’ period, the effect of the Force Majeure continues, the Agreement will terminate.

13.8. PREVAILING LANGUAGE AND LOCATION

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Denmark. Weply makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, Danish, laws and regulations. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in Denmark.

  1. DEFINITIONS

“Client” means any authorized User utilizing the Site to purchase a Subscription Plan or making a customized agreement from/with Weply.

“Client Materials” means training materials, chat history, sales leads information, and any other information or materials that an Agent and/or Weply receives from a Client or generates while performing Agent Services.

“Agent Services” means all services performed for or delivered to Clients by Weply.

“Subscription Plan” means one of paid subscriptions that a Client can buy in order to use the chat technology offered through the Site.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit card issued by a bank acceptable to Weply, a bank account linked to your Account, a debit card, or such other method of payment as Weply may accept from time to time in our sole discretion.

“Substantial Change” means a change to the terms of this Agreement that materially reduces your rights or increases your responsibilities.

“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Weply.

  1. CONTACTING US

If you have questions or need assistance, please contact Customer Support at support@weply.dk.