End-User Service Agreement

Thank you for using Chatnels! Please read this End-User Service Agreement carefully before accessing or using Chatnels. Because it is such an important contract between us and our users, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.

IMPORTANT: CAREFULLY READ THIS AGREEMENT BEFORE USING ANY CHATNELS SOFTWARE OR SERVICE

The Short Version – Section Summary

A. Definition Some basic terms, defined in a way that will help you understand this agreement. Refer back up to this section for clarification.
B. Account Terms These are the basic requirements of having an Account on Chatnels.
C. Acceptable Use These are the basic rules you must follow when using your Chatnels Account.
D. User-Generated Content You own the content you post on Chatnels. However, you have some responsibilities regarding it, and we ask you to grant us some rights so we can provide services to you.
E. Intellectual Property Notice This describes Chatnels’s rights in the Website and Service.
F. API Terms These are the rules for using Chatnels' APIs, whether you are using the API for development or data collection.
G. Payment You are responsible for payment. We are responsible for billing you accurately.
H. Cancellation and Termination You may cancel this agreement and close your Account at any time.
I. Communications with Chatnels We only use email and other electronic means to stay in touch with our users. We do not provide phone support.
J. Disclaimer of Warranties We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
K. Limitation of Liability We will not be liable for damages or losses arising from your use or inability to use the Service. Please read this section carefully; it limits our obligations to you.
L. Release and Indemnification You are fully responsible for your use of the service.
M. Changes to these Terms We may modify this agreement, but we will give you 30 days' notice of material changes.
N. Miscellaneous Please see this section for legal details including our choice of law.

A. Definitions

Short Version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There’s not going to be a test on it, but it’s still useful information.

  1. An “Account” represents your legal relationship with Chatnels. A “User Account” represents an individual User’s authorization to log into and use the Service and serves as a User’s identity on Chatnels. “Organizational Hubs” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many tasks or projects at once. A User Account can be a member of any number of Organizations.
  2.  The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms”) and all other operating rules, policies (including the Chatnels Privacy Policy, available at chatnels.com/privacypolicy), and procedures that we may publish from time to time on the Website. Most of our site policies are available at chatnels.com.
  3.  “Content” refers to content featured or displayed through the Website, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. “Content” also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. “Your Content” is Content that you create or own.
  4.  “Chatnels,” “We,” and “Us” refer to Chatnels Software Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
  5.  The “Service” refers to the applications, software, and services provided by Chatnels.
  6.  “The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 19 years of age. Special terms may apply for business or government Accounts (See Section B(5): Additional Terms).
  7.  The “Website” refers to Chatnels’ website located at chatnels.com, and all content, services, and products provided by Chatnels at or through the Website.

B. Account Terms

Short Version: User Accounts and Organizations have different administrative controls; a human must create your Account; you must be 19 years of age or older; you must provide a valid email address. You alone are responsible for your Account and anything that happens while you are signed into or using your Account. You are responsible for keeping your Account secure.

  1. Account Controls
    • Users –  Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it.
    • Organizations – The “owner” of an Organizational Hub that was created under these Terms has ultimate administrative control over that Organizational Hub and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one User Account designated as an owner of an Organization. If you are the owner of an Organizational Hub under these Terms, we consider you responsible for the actions that are performed on or through that Organizational Hub.
  2. Required information

    For us to provide you the Service, you must provide and maintain true, accurate, current, and complete information about you as prompted by Chatnels’ Account registration process. You must have an Account to use the full functionalities of the Service. Personal information you provide to us is governed by our Privacy Policy and applicable laws related to personal information. Your use of the Service indicates your agreement with the terms on the Privacy Policy.

  3. Account Requirements
    We have a few simple rules for User Accounts on Chatnels’ Service.
    • You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted.
    • One person or legal entity may maintain more than one User Account or Organization with the same email address.
    • You must be 19 or older. Chatnels does not target our Service to anyone under the age of 19, and we do not permit any Users under 19 on our Service. If we learn of any User under the age of 19, we will terminate that User’s Account immediately. If you are a resident of a country outside of Canada, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
    • Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid Organization may only provide access to as many User Accounts as your subscription allows.
  4. User Account Security
    You are responsible for keeping your Account secure while you use our Service. The content of your Account and its security are up to you.
    • You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account).
    • You are responsible for maintaining the security of your Account and password. Chatnels cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
    • You will promptly notify Chatnels if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.
  5. Additional Terms
    In some situations, third parties’ terms may apply to your use of Chatnels. For example, you may download or configure an application that integrates with Chatnels. Please be aware that while these Terms are our full agreement with you, other parties’ terms govern their relationships with you. If you are a government User or otherwise accessing or using any Chatnels Service in a government capacity, this Government Amendment to Chatnels End-User Service Agreement applies to you, and you agree to its provisions.

C. Acceptable Use

Short Version:  Chatnels creates a meeting space for organizations and external guests, and that communication only works when our Users are able to work together and communicate in good faith. While using the service, you must follow the terms of this section, which include some restrictions on content you can post, conduct on the Service, and other limitations. In short, be excellent to each other.

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

You agree that you will not under any circumstances violate our Privacy Policy and this Agreement.

D. User-Generated Content

Short Version: You own the content you create and send out, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the Service. We have the right to remove content or close Accounts if we need to.

  1. Responsibility for User-Generated Content
    You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.
  2. Chatnels May Remove Content
    We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws of Chatnels Terms or Policies. User-Generated Content displayed on Chatnels for mobile may be subject to mobile apps’ additional terms.
  3. Ownership of Content, Right to Post, and License Grants
    You retain ownership of and responsibility for your Content. If you’re posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third-party licenses relating to Content you post.

    Because you retain ownership of and responsibility for your Content, we need you to grant us — and other Chatnels Users — certain legal permissions, listed in Sections D.4 — D.7. These license grants apply to your Content. If you upload Content that already comes with a license granting Chatnels the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.6
  4. License Grant to Us
    We need the legal right to do things like host your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users. 

    This license does not grant Chatnels the right to sell your Content. It also does not grant Chatnels the right to otherwise distribute or use your Content outside of our provision of the Service, except that as part of the right to archive your Content. Furthermore, Chatnels may permit our partners to store and archive your Content.
  5. License Grant to Other Users
    If you set your Line details page to be viewed publicly, you grant a license to each User of Chatnels, or external guests you invite, to use and display your Content through the Chatnels Service. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Chatnels Users and external guests you share the Content with.
  6. Moral Rights
    You retain all moral rights to your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise.

    To the extent this agreement is not enforceable by applicable law, you grant Chatnels the rights we need to use your Content without attribution and to make reasonable adaptations of your Content as necessary to render the Website and provide the Service.

E. Intellectual Property Notice

Short Version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

  1. Chatnels’ Rights to Content
    Unless otherwise indicated, Chatnels is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the website and the trademarks, and logos contained are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Canada and other countries, international copyright laws, and international conventions.

    Except as expressly provided in the Agreement, no part of the Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our prior written permission. All rights in them are reserved to Chatnels.

  2. Chatnels Trademarks and Logos
    If you’d like to use Chatnels’ trademarks, you must request written permission from Chatnels.

F. API Terms

Short Version: You agree to the Terms in this Agreement, plus this Section F, when using any of Chatnels’ APIs (Application Provider Interface), including use of the API through a third party product that accesses Chatnels.

Abuse or excessively frequent requests to Chatnels via the API may result in the temporary or permanent suspension of your Account’s access to the API. Chatnels, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.

You may not share API tokens to exceed Chatnels’ rate limitations.

You may not use the API to download data or Content from Chatnels for spamming purposes, including for the purposes of selling Chatnels users’ personal information, such as to recruiters, headhunters, and job boards. All use of the Chatnels API is subject to these Terms in the End-User Service Agreement and Privacy Policy.

G. Payment

Short Version: You are responsible for any fees associated with your use of Chatnels. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.

  1. Pricing
    Our pricing and payment terms are available at chatnels.com/pricing. If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.
  2. Upgrades, Downgrades, and Changes
    We will immediately bill you when you upgrade from the free plan to any paying plan.
    If you change from a monthly billing plan to a yearly billing plan, Chatnels will bill you for a full year at the next monthly billing date.If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately. You may change your level of service at any time by choosing a plan option or going into your Billing settings. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account. Please see our section on Cancellation for information on getting a copy of that Content.
  3. Billing Schedule; No Refunds

    Payments based on Plans for monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open Account; however, the service will remain active for the length of the paid billing period. In order to treat everyone equally, no exceptions will be made.

    Payments based on Usage of some Service features are billed based on your usage. A limited quantity of these Service features may be included in your plan for a limited term without additional charge. If you choose to purchase paid Service features beyond the quantity included in your plan, you pay for those Service features based on your actual usage in the preceding month. The monthly payment for these purchases will be charged on a periodic basis in arrears. 

  4. Invoicing for Invoiced Users, User agrees to pay the fees in full, upfront without deduction or setoff of any kind, in US Dollars. User must pay the fees within thirty (30) days of the Chatnels invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If User fails to pay any fees on time, Chatnels reserves the right, in addition to taking any other action at law or equity, to terminate the applicable order form. User is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Chatnels’s net income) that are imposed or become due in connection with this Agreement.

  5. Authorization
    By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for Chatnels.
  6. Responsibility for Payment
    You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Chatnels any charge incurred in connection with your use of the Service. If you dispute the matter, contact Chatnels Support. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.

H. Cancellation and Termination

Short Version: You may close your Account at any time. If you do, we’ll treat your information responsibly.

  1. Account Cancellation
    It is your responsibility to properly cancel your Account with Chatnels. You can cancel your Account at any time by requesting a cancellation to Chatnels Support email.
  2. Upon Cancellation
    We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we may delete your full profile and the Content (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled. Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.
  3. Chatnels May Terminate
    Chatnels has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Chatnels reserves the right to refuse service to anyone for any reason at any time.
  4. Survival
    All provisions of this Agreement which, by their nature, should survive even after termination of Accounts — including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

I. Communications with Chatnels

Short Version: We use email and other electronic means to stay in touch with our users.

  1. Electronic Communication Required
    For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all End-User Services, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
  2. Legal Notice to Chatnels Must Be in Writing
    Communications made through email or Chatnels Support’s messaging system will not constitute legal notice to Chatnels or any of its officers, employees, agents or representatives in any situation where notice to Chatnels is required by contract or any law or regulation. Legal notice to Chatnels must be in writing and served on Chatnels’ legal agent.
  3. No Phone Support
    Chatnels only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

J. Disclaimer of Warranties

Short Version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

Chatnels provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy, and non-infringement.

Chatnels does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

K. Limitation of Liability

Short Version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from

    • the use, disclosure, or display of your User-Generated Content;
    • your use or inability to use the Service;
    • any modification, price change, suspension or discontinuance of the Service;
    • the Service generally or the software or systems that make the Service available;
    • unauthorized access to or alterations of your transmissions or data;
    • statements or conduct of any third party on the Service;
    • any other user interactions that you input or receive through your use of the Service; or
    • any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

L. Release and Indemnification

Short Version: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.

If you have a dispute with one or more Users, you agree to release Chatnels from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Chatnels  (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Chatnels of all liability); and (3) provides to you all reasonable assistance, at your expense.

M. Changes to These Terms

Short Version: We want our users to be informed of important changes to our terms, but some changes aren’t that important — we don’t want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any material changes and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend the End-User Service Agreement at any time and will update these Terms in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price increases, at least 30 days prior to the change taking effect by posting a notice on our Website or sending an email to the primary email address specified in your Chatnels account. Customer’s continued use of the Service after those 30 days constitutes agreement to those revisions of this Agreement. For any other modifications, your continued use of the Website constitutes agreement to our revisions of these Terms. 

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

N. Miscellaneous

  1. Governing Law
    Except to the extent applicable law provides otherwise, this Agreement between you and Chatnels and any access to or use of the Website or the Service are governed by the federal laws of Canada and the laws of British Columbia, without regard to conflict of law provisions. You and Chatnels agree to submit to the exclusive jurisdiction and venue of the courts located in Vancouver, British Columbia
  2. Non-Assignabilty
    Chatnels may assign or delegate these Terms/or the Chatnels Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. You may not assign or delegate any rights or obligations under the End User Service Agreement or Privacy Policy without our prior written consent, and any unauthorized assignment and delegation by you are void.
  3. Section Headings and Summaries
    Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
  4. Severability, No Waiver, and Survival
    If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Chatnels to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
  5. Amendments; Complete Agreement
    This Agreement may only be modified by a written amendment signed by an authorized representative of Chatnels, or by the posting by Chatnels of a revised version in accordance with Section M. Changes to these Terms. These Terms of Service, together with the Chatnels Privacy Policy, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Chatnels relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.
  6. Questions
    Questions about the End-User Service Agreement? Contact us.