Terms and Conditions

 

Agreement between User and chatwms.app

Welcome to chatwms.app. The chatwms.app website (the "Site") is comprised of various web pages operated by Cellaware Technologies LLC, a Texas Limited Liability Company ("Cellaware"). chatwms.app is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of chatwms.app constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.

 

 

ChatWMS is a SaaS Application Site hosted at chatwms.app. ChatWMS connects to your Warehouse Management System (WMS) to allow you to have a direct conversation with your warehouse data using natural language.

 

Privacy

Your use of chatwms.app is subject to Cellaware's Privacy Policy. Please review our Privacy Policy at www.cellawartech.com/privacy-policy, which also governs the Site and informs users of our data collection practices.

 

Electronic Communications

Visiting chatwms.app or sending emails to Cellaware constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

 

Your Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Cellaware is not responsible for third party access to your account that results from theft or misappropriation of your account. Cellaware and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

 

Children Under Thirteen

Cellaware does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use chatwms.app only with permission of a parent or guardian.

 

Cancellation/Refund Policy

You may cancel your subscription at any point with 60 days' notice provided a separate agreement does not exist between you and Cellaware. If a separate agreement has been established between you and Cellaware, those terms of cancellation will apply. To initiate cancellation, contact us at cancellation@cellawaretech.com.

 

Links to Third Party Sites/Third Party Services

chatwms.app may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Cellaware and Cellaware is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Cellaware is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Cellaware of the site or any association with its operators.

 

Certain services made available via chatwms.app are delivered by third party sites and organizations. By using any product, service or functionality originating from the chatwms.app domain, you hereby acknowledge and consent that Cellaware may share such information and data with any third party with whom Cellaware has a contractual relationship to provide the requested product, service or functionality on behalf of chatwms.app users and customers.

 

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use chatwms.app strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Cellaware that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

 

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Cellaware or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

 

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, directly or indirectly found on the Site. Cellaware content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Cellaware and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Cellaware or our licensors except as expressly authorized by these Terms.

 

International Users

The Service is controlled, operated and administered by Cellaware from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Cellaware Content accessed through chatwms.app in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

 

Indemnification

You agree to indemnify, defend and hold harmless Cellaware, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Cellaware reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Cellaware in asserting any available defenses.

 

Governing Law and Venue

Cellaware reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Texas, without regard to conflict of law principles and you hereby consent to the exclusive jurisdiction. Venue will be in Tarrant County Texas in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

 

Non-Disparagement

During the term of this agreement and thereafter, neither party shall make any disparaging remarks, comments, or statements about the other party, its products, services, employees, or business practices. This includes any public forums, social media platforms, or other communication channels. The purpose of this clause is to maintain a positive business relationship and protect the reputation and goodwill of both parties.

 

Mediation and Arbitration

If a dispute arises out of or relates to this contract, or the alleged breach thereof, and if the dispute is not settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation within 30 days administered under Tarrant County Dispute Resolution Program in Tarrant County, Texas before resorting to arbitration, litigation, or some other dispute resolution procedure. In the event that parties are unable to agree on a mediator, a mediator shall be appointed by the named administrator.

 

If the parties to are unable to resolve the dispute through mediation, the controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims, whether directly or indirectly, including Tort. The World Intellectual Property Organization (WIPO) will manage any arbitration involving parties for any disputes arising outside of the United States or Canada.

 

Survival

Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement. 

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Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Cellaware agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

 

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. CELLAWARE TECHNOLOGIES LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

 

CELLAWARE TECHNOLOGIES LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CELLAWARE TECHNOLOGIES LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CELLAWARE TECHNOLOGIES LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CELLAWARE TECHNOLOGIES LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

 

 

Termination/Access Restriction

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Cellaware as a result of this agreement or use of the Site. Cellaware's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Cellaware's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Cellaware with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

 

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Cellaware with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Cellaware with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

 

Changes to Terms

Cellaware reserves the right, in its sole discretion, to change the Terms under which chatwms.app is offered. The most current version of the Terms will supersede all previous versions. Cellaware encourages you to periodically review the Terms to stay informed of our updates.

 

You may not assign your subscription or agreement to any other parties without the express written consent of Cellaware.

 

Contact Us

Cellaware welcomes your questions or comments regarding the Terms:

 

Cellaware Technologies LLC

6387 Camp Bowie Blvd #286

Fort Worth, Texas 76116

 

 

Email Address:

info@cellawaretech.com

 

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Effective as of January 01, 2024