TERMS OF SERVICE FOR chatnels SERVICE
IMPORTANT: CAREFULLY READ THIS AGREEMENT BEFORE INSTALLING AND/OR USING ANY SOFTWARE OR SERVICE.
This Agreement creates a binding legal agreement between you and Chatnels Software Inc. (“Chatnels”), and its suppliers and its licensors (collectively “we”, “our” or “us”).
By using this website, downloading our software from this website or downloading the mobile software from third party application sources, installing or using the software, you are acknowledging that you have read this Agreement and signify your irrevocable acceptance of this Agreement. If you do not agree to all of the terms of this Agreement, please do not install this software and do not access our website.
You also agree to ensure that anyone who uses this website, the chatnels Service, our software or other products on your computer or mobile wireless device abides by this Agreement. We have the right to revise the Agreement at any time without providing notice to our users. Your continued use of this website, the chatnels Service, our software or other products shall be deemed irrevocable acceptance of those revisions.
The chatnels Service is provided to you under these terms and conditions.
Description of chatnels Service
We will provide you a version of a service that, with the use of our software, enables you to manage and transfer digital media content to your personal computer or mobile wireless device for displaying media contents you have provided or provided by us using the Internet or through a third party service (the “chatnels Service”).
Your wireless mobile service provider, Internet service provider, or other third parties may charge you for use of any of their services as it relates to the chatnels Service. You will have to enter into separate agreements with them for their services and products. You alone are responsible for all charges or fees charged by such third parties for your use of their services.
We are not responsible to provide or maintain any hardware required to connect to the chatnels Service.
You retain the intellectual property ownership of your own content, and you are responsible for any content you submit to the chatnels Service.
Right to Terminate or Modify the Agreement and chatnels Services
This Agreement shall terminate at any time that we decide, in our sole discretion. We will advise you of the termination. This does not limit any of our other rights to terminate under the Agreement.
At any time, we may modify the Agreement upon notice to you by publishing the changes on this website.
You may terminate your use of the chatnels Service by simply ceasing to use the chatnels Service if and when we modify the Agreement.
Your continued use of the chatnels Service after notice of any change to the Agreement will mean that you agree to the amended Agreement.
At any time and without cost, charge or liability, we may terminate your use or right to use the chatnels Service for any reason, including, but not limited to, a failure to comply with the Agreement or a failure to comply with any terms or conditions of any other agreement between you and us.
At any time and without cost, charge or liability, we may modify or discontinue, temporarily or permanently, the chatnels Service.
Registration & Personal Information
For our providing you the chatnels Service, you must provide and maintain true, accurate, current and complete information about you as prompted by the chatnels Service registration process (an “Account”).
You must have an Account to use the full functionalities of the chatnels Service.
Personal information you provide to us is governed by our Privacy Guidelines and applicable laws related to personal information. Your use of the chatnels Service indicates your acceptance of the terms of the Privacy Guidelines.
You are responsible for maintaining the confidentiality of your Account information and are responsible for all activities that occur in your Account. You will notify us immediately of any unauthorized use at firstname.lastname@example.org.
chatnels Service Use
You agree that we may establish practices and procedures for any use of the chatnels Service. We may, for example, set the maximum amount of disk storage provided to your account, set a maximum number of files, set a maximum bandwidth restriction when accessing our servers, set a maximum number of times and the duration that you can access your Account or the chatnels Service in a given time period. We may modify these practices and procedures at any time, in our sole discretion, with or without notice.
Some areas of the chatnels Service may allow you to post contents such as feedback, comments, questions, pictures and other information (the “Content”). All Content received, sent, saved, collected or distributed through the chatnels Service, however transmitted, is the sole responsibility of the person from which such Content originated. For the purposes of this Agreement, Chatnels takes no responsibility and assumes no liability for any Content that you post or send over the chatnels Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Content that you send, upload, download, stream, transmit, display, or otherwise make available or access through the chatnels Service is solely your responsibility. This means that you, and not us, are entirely responsible for all Content that is received, sent, save, collect, distribute or otherwise make available via the chatnels Service.
We do not warrant that the functions contained in the chatnels Service provided by this website will be uninterrupted or error-free, that defects will be corrected or that this service or the server that makes it available will be free of viruses or other harmful components.
To get support for the chatnels Service, email us at email@example.com.
As part of the registration process, each user will select a User Name (“User Name”) and a password (“Password”). You shall provide us with accurate, complete, and updated account information. Failure to do so shall constitute a breach of the Agreement, which may result in immediate termination of your account. You may not (i) select or use a User Name of another person or business with the intent to impersonate that person or business; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a User Name that we, in our sole discretion, deem inappropriate or offensive.
You shall notify us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your Password. You shall be responsible for maintaining the confidentiality of your Password.
Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of your Account and the chatnels Service, at our sole discretion, and you may be reported to appropriate law-enforcement agencies.
We may provide Content that may include advertisements, and that you understand that such content is part of the chatnels Service. We may also provide links to other sites that we feel are relevant and interesting to our users (“Link Sites”). We are not responsible for the content on the Link Sites and are not responsible for the accuracy of the information and intellectual property notices therein. Some of these Link Sites may provide you with opportunities to purchase products (“Products”). We do not endorse any of the Products nor do we make any representations or warranties in connection with the Products.
We do not monitor nor control the Content but we shall have the right in our sole discretion to filter, reject, or delete any Content with the chatnels Service. For clarity, Content does not include technical information regarding usage, data traffic, logs or other similar information that we may monitor.
We do not guarantee the use, accuracy, integrity or quality of any Content. You understand that by using the chatnels Service, you may be exposed to Content that you may deem as offensive, indecent or objectionable. You agree that Chatnels shall not be liable for any damages you allege to incur as a result of such user Contents.
You will not use the chatnels Service to send, save, collect, distribute or transmit any Content that:
- (a) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; or
- (b) may harm minors in any way; or
- (c) may manipulate identifiers in order to disguise the origin of any Content transmitted through the chatnels Service or the source of any Content; or
- (d) you do not have a right to make available under any law or under contractual or fiduciary relationships; or
- (e) equipment or telephone handset download, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (mobile or otherwise); or
- (f) interfere with or disrupt the chatnels Service or servers or networks connected to the chatnels Service, or disobey any requirements, procedures, policies or regulations of our networks connected to the chatnels Service; or
- (g) may violate or infringe any right of any third party.
To report any abuse of the chatnels Service or these Terms of Service, please contact us at firstname.lastname@example.org.
Fees and Payments
We reserve the right at any time to charge fees or change the fees for access to portions of the chatnels Service or the chatnels Service as a whole. However, in no event will you be charged for access to the chatnels Service unless we obtain your prior agreement to pay such fees or changed fees and we give you reasonable advance notice to cancel the chatnels Service.
If you elect not to pay any fees charged by us, we will have the right to cease providing the chatnels Service to you.
All rights, title, interest, ownership, and intellectual property rights in and to all content on any of our websites, and the chatnels Service are, and will remain, ours. The software provided by us to use the chatnels Service is governed by this Agreement. The chatnels Service is protected by the laws of Canada and other countries, and by international treaties. We make no claim to the right, title or interest in and to the Content provided by you or accessed through the chatnels Service.
You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to us related to the chatnels Service, our company or its business (“Feedback”) shall become our property without any compensation or other consideration payable to you by us, and you do so of your own free will and volition. We may or may not, in our sole discretion, use or incorporate the Feedback in whatever form or derivative we may decide into the chatnels Service (or future versions or derivatives), our business or other products. You hereby assign all rights to us in any Feedback and, as applicable, waive any moral rights.
We own any results, data information and other output generated by your use of the chatnels Service during the term of the Agreement. We have the right to use, reproduce, distribute, modify, or sublicense any Content that you submit and make publicly accessible in the chatnels Service.
“chatnels” and the chatnels logo (the “chatnels Marks”) are trademarks of Chatnels. All rights in them are reserved to Chatnels.
Disclaimer of Warranties
CHATNELS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE CHATNELS SERVICE IS AT YOUR SOLE RISK.
WE EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CHATNELS SOFTWARE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE CHATNELS SERVICE WILL BE AVILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY CONTENT SENT, TRANSMITTED OR OBTAINED THROUGH THE USE OF THE CHATNELS SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, MOBILE TELEPHONE, MOBILE WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE CHATNELS SERVICE.
CHATNELS SOFTWARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CHATNELS SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CHATNELS SOFTWARE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM US, OUR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT ARE WE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER OR FOR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF THE AGREEMENT OF THE CHATNELS SERVICE, THE USE OR INABILITY TO USE THE CHATNELS SERVICE, THE MODIFICATION, SUSPENSION OR DISCONTINUATION OF THE CHATNELS SERVICE, YOUR ACCOUNT INFORMATION, ANY CONTENT SENT, RECEIVED, STORED OR DISTRIBUTED VIA THE CHATNELS SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US RELATED TO THE CHATNELS SERVICE SHALL BE CANCELLATION OF THE CHATNELS SERVICE. IF A COURT AWARDS ANY DAMAGES DESPITE THE FOREGOING LIMITATIONS OF LIABILITY IN THE AGREEMENT, SUCH DAMAGES FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT IN THEIR AGGREGATE, IN ANY CIRCUMSTANCE, EXCEED THE AMOUNT YOU PAID FOR THE CHATNELS SERVICE IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION FIRST AROSE.
THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.
Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. No action, claim or proceeding may be commenced by you for any matter arising out of, or related to this Agreement two years beyond the date on which you first became aware of the cause of action.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, LICENSORS AND AFFILIATES, FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, FINES AND EXPENSES (INCLUDING ATTORNEY’S FEES AND COSTS) ARISING OUT OF OR RELATING TO ANY CLAIMS THAT YOU HAVE USED THE CHATNELS SERVICE IN VIOLATION OF ANOTHER PARTY’S RIGHTS, IN VIOLATION OF ANY LAW, IN VIOLATION OF THE AGREEMENT, OR ANY OTHER CLAIM RELATED TO, OR ARISING OUT OF, YOUR USE OF THE CHATNELS SERVICE OR THIS AGREEMENT.
Member Age Restriction
The chatnels Service is not intended for or knowingly provided to, and may not be used by, persons under the age of consent. By agreeing to the Agreement, you hereby represent and warrant to us that you are at least of the age of consent, in your jurisdiction.
Specifically, you represent and warrant the following in order to be able to use any chatnels Service:
- In the United States and Canada, the chatnels Service is not knowingly provided to children under the age of 14. If you are accessing the chatnels Service from the United States or Canada, you hereby represent, warrant and covenant that you are at least 14 years old.
- In Australia, New Zealand and South Africa, the chatnels Service is not knowingly provided to children under the age of 18. If you are accessing the chatnels Service from Australia or New Zealand, you hereby represent, warrant and covenant that you are at least 18 years old.
- In the United Kingdom and Ireland, the chatnels Service is not knowingly provided to children under the age of 18. If you are accessing the chatnels Service from the United Kingdom or Ireland, you hereby represent, warrant and covenant that you are at least 18 years old.
The chatnels Service is personal to you, and may not be assigned in part or in whole.
This Agreement have been made in and shall be construed and enforced in accordance with the laws of the jurisdiction of the Province of British Columbia, Canada, and you irrevocably consent to submit to the exclusive jurisdiction of the courts of the Province of British Columbia for any claim, proceeding or action under the Agreement, except for any claim, proceeding or action by us for equitable relief.
The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
You agree that the Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.
The Agreement shall constitute the complete and exclusive agreement between you and us, and govern your use of the chatnels Service.
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.
We may assign this Agreement and your Account to any third party in our sole discretion.
This Agreement binds you, your heirs, legal representatives, executors and permitted assigns.
The sections of “Title”, “Disclaimer of Warranties”, Limitation of Liability”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
You represent and warrant that you are authorized and permitted under all laws applicable to you: to the use the chatnels Service, to enter into this Agreement and comply with its terms, to meet your obligations hereunder and comply with all laws, regulations or policies that apply to the chatnels Service, including, without limitation, any and all import and export control regulations and laws, and a breach of any representation or warranty is a terminable breach of the Agreement.
This Agreement is the entire agreement between us related to the subject matter in the Agreement. This Agreement replaces and supersedes any other agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.
[END OF AGREEMENT]
If you have any questions or concerns regarding this Agreement, please contact us at email@example.com.
To get support for any chatnels Service, email us at firstname.lastname@example.org.
To report any abuse of the chatnels Service or this Agreement, please contact us at email@example.com.