ChaterApp

Chater Terms Of Use

(Last updated: July 22, 2019)

Chater (“Chater”, “our,” “we,” or “us”) provides messaging and other services to users worldwide. Please read our Terms of Use so you understand how you can use Chater. You agree to our Terms of Use (“Terms”) by installing, accessing, or using our apps, services, features, software, or website (together, “Services”).

Our Services do not provide access to emergency services or emergency services providers, including the police, fire departments, or hospitals, or otherwise connect to public safety answering points. You should ensure you can contact your relevant emergency services providers through a mobile, fixed-line telephone, or other service.

About our services

Registration. You must register for our Services using accurate data, provide your current mobile phone number. You agree to receive text messages and phone calls (from us or our third-party providers) with codes to register for our Services.

Address Book. You provide us the phone numbers of Chater users and your other contacts in your mobile phone address book on a regular basis. You confirm you are authorized to provide us such numbers to allow us to provide our Services.

Age. You must be at least 18 years old to use our Services.
Devices and Software. You must provide certain devices, software, and data connections to use our Services, which we otherwise do not supply. For as long as you use our Services, you consent to downloading and installing updates to our Services, including automatically.

Fees and Taxes. You are responsible for all carrier data plan and other fees and taxes associated with your use of our Services. We may charge you for our Services, including applicable taxes. We may refuse or cancel orders. We do not provide refunds for our Services, except as required by App Store and law.

Chater cares about your privacy. Our Privacy Policy describes our information (including message) practices, including the types of information we receive and collect from you and how we use and share this information. You agree to our data practices, including the collection, use, processing, and sharing of your information as described in our Privacy Policy, as well as the transfer and processing of your information to the United States and other countries globally where we have or use facilities, service providers, or partners, regardless of where you use our Services. You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those of your own country.

Acceptable use of our services

Our Terms and Policies. You must use our Services according to our Terms and posted policies. If we disable your account for a violation of our Terms, you will not create another account without our permission.

Objectionable or Prohibited Content

Chater has no tolerance for objectionable or prohibited content. You are not allowed to post, transmit or deliver to any other User,

either directly or indirectly, any User Content that violates any third-party rights or any applicable American or international law,

rule or regulation or is prohibited under these Terms or any other Chater policy governing your use of the Services ("Objectionable or Prohibited Content ").

Objectionable or Prohibited Content includes without limitation User Content that:

i) is obscene, pornographic, profane, defamatory, abusive, offensive, indecent, sexually oriented, lewd, threatening, harassing,

inflammatory, inaccurate, misrepresentative, fraudulent or illegal;

ii) promotes racism, sexism, homophobia, bigotry, hatred or physical harm of any kind against any group or individual;

iii) is intended to, or does, harass, or intimidate any other User or third party;

iv) may infringe or violate any patent, trade-mark, trade secret, copyright or other intellectual or proprietary right of any party,

including User Content that contains others' copyrighted content (e.g., photos, images, music, movies, videos, etc.)

without obtaining proper permission first;

v) contains video, audio, photographs, or images of another person without his or her express written

consent (or in the case of a minor, the minor's legal guardian) or otherwise violates anyone's right of privacy or publicity;

vi) promotes or enables illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs;

vii) violates someone's data privacy or data protection rights;

viii) contains viruses, time bombs, malware, trojan horses, cancelbots, worms or other harmful,

or disruptive codes, components or devices;

ix) contains any advertising, fundraising or promotional content; or

x) is, in the sole judgment of Chater, objectionable or restricts or inhibits any person from using or enjoying the Services

or exposes Chater or its Users to harm or liability of any type.

Legal and Acceptable Use. You must access and use our Services only for legal, authorized, and acceptable purposes. You will not use (or assist others in using) our Services in ways that: (a) violate, misappropriate, or infringe the rights of Chater, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes; (c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone; (e) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like; or (f) involve any non-personal use of our Services unless otherwise authorized by us.

Harm to Chater or Our Users. You must not (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible or unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, our users, or others, including that you must not directly or through automated means: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services; (b) send, store, or transmit viruses or other harmful computer code through or onto our Services; (c) gain or attempt to gain unauthorized access to our Services or systems; (d) interfere with or disrupt the integrity or performance of our Services; (e) create accounts for our Services through unauthorized or automated means; (f) collect the information of or about our users in any impermissible or unauthorized manner; (g) sell, resell, rent, or charge for our Services; or (h) distribute or make our Services available over a network where they could be used by multiple devices at the same time.

Keeping Your Account Secure. You are responsible for keeping your device and your Chater account safe and secure, and you must notify us promptly of any unauthorized use or security breach of your account or our Services.

Third-party services

Our Services may allow you to access, use, or interact with third-party websites, apps, content, and other products and services. For example, you may choose to use third-party data backup services (such as iCloud) that are integrated with our Services or interact with a share button on a third party’s website that enables you to send information to your Chater contacts. Please note that when you use third-party services, their own terms and privacy policies will govern your use of those services.

Licenses

Your Rights. Chater does not claim ownership of the information that you submit for your Chater account or through our Services. You must have the necessary rights to such information that you submit for your Chater account or through our Services and the right to grant the rights and licenses in our Terms.

Chater’s Rights. We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express permission. You may use the trademarks www.facebookbrand.com/trademarks of our affiliated companies only with their permission, including as authorized in any published brand guidelines.

Your License to Chater. In order to operate and provide our Services, you grant Chater a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that you upload, submit, store, send, or receive on or through our Services. The rights you grant in this license are for the limited purpose of operating and providing our Services (such as to allow us to display your profile picture and status message, transmit your messages, store your undelivered messages on our servers for up to 30 days as we try to deliver them, and otherwise as described in our Privacy Policy).

Chater’s License to You. We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use our Services, subject to and in accordance with our Terms. This license is for the sole purpose of enabling you to use our Services, in the manner permitted by our Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.

Reporting third-party copyright, trademark, and other intellectual property infringement

To report claims of third-party copyright, trademark, or other intellectual property infringement, please contact us at support@chaterapp.co. We may terminate your Chater account if you repeatedly infringe the intellectual property rights of others.

Disclaimers

YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “CHATER PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES.

Limitation of liability

THE CHATER PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF THE CHATER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE CHATER PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Chater Parties from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) your access to or use of our Services, including information provided in connection therewith; (b) your breach or alleged breach of our Terms; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any Claim.

Dispute resolution

Forum and Venue. If you are a Chater user located in the United States or Canada, the “Special Arbitration Provision for United States or Canada Users” section below applies to you. Please also read that section carefully and completely. If you are not subject to the “Special Arbitration Provision for United States or Canada Users” section below, you agree that you will resolve any Claim you have with us relating to, arising out of, or in any way in connection with our Terms, us, or our Services (each, a “Dispute,” and together, “Disputes”) exclusively in the United States District Court for the Northern District of California or a state court located in San Mateo County in California, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Disputes.

Governing Law. The laws of the State of California govern our Terms, as well as any Disputes, whether in court or arbitration, which might arise between Chater and you, without regard to conflict of law provisions.

Availability and termination of our services

Availability of Our Services. Our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue some or all of our Services, including certain features and the support for certain devices and platforms, at any time. Events beyond our control may affect our Services, such as events in nature and other force majeure events.

Termination. We may modify, suspend, or terminate your access to or use of our Services anytime for any reason, such as if you violate the letter or spirit of our Terms or create harm, risk, or possible legal exposure for us, our users, or others. The following provisions will survive any termination of your relationship with Chater: “Licenses,” “Disclaimers,” “Limitation of Liability,” “Indemnification,” “Dispute Resolution,” “Availability and Termination of our Services,” “Other,” and “Special Arbitration Provision for United States or Canada Users.”

Paid Services

a) General. You may purchase subscriber-level access that unlocks premium features and enhancements of the Services (a " Subscription ") for the amounts described on the Chater Software.

Chater does not receive or process payments or credit card information directly. You may purchase Paid Services through an App Store such as Google Play account and/or Apple iTunes account (a " Third Party Account "). If you purchase any Services that we offer for a fee (the " Subscription Fees "), you authorize Chater to collect currently the iTunes unique transaction IDs and receipts data. If you purchase any Paid Services through the Third Party Account, the Subscription Fees for these Paid Services will appear through your Third Party Account. Please note that Chater does not control Third Party Account terms and conditions so please review these carefully. You also agree to pay the Subscription Fees for the Paid Services (including without limitation periodic fees as described on the Chater Software as they become due plus all related taxes). Any and all payments made to Chater for use and access to the Services, including without limitation, any Subscription Fees for the Paid Services, are final.

We reserve the right at any time to increase or change the amounts set forth in the Services for any of the Paid Services. We also reserve the right to charge new fees for access to portions of the Services or the Services as a whole at any time upon notice to you by posted such changes on the Chater Software.

b) AUTOMATIC RENEWAL OF SUBSCRIPTIONS. When you pay for a subscription through a Third Party Account and you do not cancel your subscription prior to the end of the subscription term, your subscription for the Services will continue indefinitely until cancelled by you. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. You agree that your Chater Account will be subject to this automatic renewal feature. You acknowledge and agree that your Third Party Account will be automatically charged for such subscription fees, plus any applicable taxes, upon each such automatic renewal. You acknowledge that your subscription is subject to automatic renewals and you consent to and accept responsibility for all recurring charges through a Third Party Account based on this automatic renewal feature without further authorization from you and without further notice except as required by law.

c) CANCELLATION OF SUBSCRIPTIONS. When you purchase a subscription through a Third Party Account, you will need to cancel your subscription through that third party, an App Store, not Chater and in accordance with that third party's terms and conditions. Cancellations are effective the following billing period in which payment is due. If you cancel your subscription your subscription benefits will continue until the end of your then current subscription term, but your subscription will not be renewed after that term expires. You will not be entitled to a prorated refund of any portion of the subscription fees paid for the then current subscription term.

d) Free Trials And Promotions

From time to time, we may offer free trials or other promotions (a " Promotion "). As an example, we may offer Promotions that provide a free Subscription to the Services for a certain period of time. You must cancel your subscription before the end of the Promotion period in order to avoid being automatically charged for Subscription Fees. Additional Terms applicable to specific Promotions may be provided on the Chater Software.

Other

· Unless a mutually executed agreement between you and us states otherwise, our Terms make up the entire agreement between you and us regarding Chater and our Services, and supersede any prior agreements.

· We may ask you to agree to additional terms for certain of our Services in the future, which will govern to the extent there is a conflict between our Terms and such additional terms.

· Our Services are not intended for distribution to or use in any country where such distribution or use would violate local law or would subject us to any regulations in another country. We reserve the right to limit our Services in any country.

· You will comply with all applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”). You will not, directly or indirectly, export, re-export, provide, or otherwise transfer our Services: (a) to any individual, entity, or country prohibited by Export Laws; (b) to anyone on U.S. or non-U.S. government restricted parties lists; or (c) for any purpose prohibited by Export Laws, including nuclear, chemical, or biological weapons, or missile technology applications without the required government authorizations. You will not use or download our Services if you are located in a restricted country, if you are currently listed on any U.S. or non-U.S. restricted parties list, or for any purpose prohibited by Export Laws, and you will not disguise your location through IP proxying or other methods.

· Our Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.

· Any amendment to or waiver of our Terms requires our express consent.

· We may amend or update these Terms. We will provide you notice of amendments to our Terms, as appropriate, and update the “Last Modified” date at the top of our Terms. Your continued use of our Services confirms your acceptance of our Terms, as amended. If you do not agree to our Terms, as amended, you must stop using our Services. Please review our Terms from time to time.

· All of our rights and obligations under our Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.

· You will not transfer any of your rights or obligations under our Terms to anyone else without our prior written consent.

· Nothing in our Terms will prevent us from complying with the law.

· Except as contemplated herein, our Terms do not give any third-party beneficiary rights.

· If we fail to enforce any of our Terms, it will not be considered a waiver.

· If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from our Terms and shall not affect the validity and enforceability of the remaining provisions, except as set forth in the “Special Arbitration Provision for United States or Canada Users” — “Severability” section below.

· We reserve all rights not expressly granted by us to you. In certain jurisdictions, you may have legal rights as a consumer, and our Terms are not intended to limit such consumer legal rights that may not be waived by contract.

· We always appreciate your feedback or other suggestions about Chater and our Services, but you understand that we may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).