Chatwing is a platform that allows for online communication around both web and mobile. The chatwing.com website (the "Site") is operated by Web Services LLC, Inc. ("us", "we", "our", "the Company" or "Web Services"). The services offered by Web Services include the Site and any other features, content, or applications offered from time to time in connection with the Site (collectively, "Services" or "Chatwing"). By accessing the Site and use the Services you accept and agree to be bound by the terms and conditions of this Terms of Service Agreement (the "Agreement"), whether you are a non-registered visitor or a registered user of the Site (collectively, "User"). You are only authorized to use the Service (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave and discontinue use of the Service immediately.
Changes to the Terms of Service Agreement
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. Your continued use of the Site after any such changes constitutes your acceptance of the new Agreement. If you do not agree to abide by these or any future terms within the Agreement, do not use or access (or continue to use or access) the Site. It is your responsibility to regularly check the Agreement to determine if there have been changes to the Agreement and to review such changes.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
You may not use the Website if you are not over the age of 18 or the legal age of majority in your local jurisdiction, as the Website are not intended for anyone under the legal age of majority. In no event should anyone under the age of 13 years old use the Website. Please note that the Website is not directed to children under the age of 13.
The Website provides you with information, various tools, features and functionality, and enable you to create, maintain and administer mobile applications for your business and/or website, as well as other solutions, products, services, Content and forums to interact with other users via specific programs and blogs, which all can be used and/or displayed via the internet, mobile phones, tablets and/or any other current or future platform or media (the “Services”). “Content” means data, information, graphics, links, web pages, signs, images, software and code, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship, and components.
Additionally, your use of certain Services and Content may also be subject to disclaimers, legal notices, terms, click-through agreements or other legal agreements (collectively, “Additional Terms”). These Additional Terms may be posted on the Website or sections of the Website where applicable. As a result, certain Services may not be accessible by you until you agree to the applicable Additional Terms. These Terms and, where applicable, the Additional Terms, form a legally binding agreement between you and us regarding your access and use of the Website, Services and any Content. In the event of any conflict or inconsistency between these Terms and any such Additional Terms, the Additional Terms shall control. The Services are provided for your convenience only, without any obligation by Chatwing to provide any technical support or any other type of assistance.
We hereby grant you permission to use the Website, provided that you: (i) comply in full with these Terms; (ii) will not copy, distribute or modify any part of the Website without our prior written authorization; (iii) will not send unsolicited or unauthorized advertisements, spam, chain letters, etc.; and (iv) will not disrupt servers or networks connected to the Website.
You agree not to: (i) access or use the Website, Services and/or Content in any manner that could damage, disable, overburden, or impair any of our accounts, computer systems or networks; and (ii) attempt to gain unauthorized access to any parts of the Website, Services and/or Content, computer systems or networks. You agree not to interfere or attempt to interfere with the proper working of the Website or any of our accounts, computer systems or networks.
Access to and use of password-protected or secure areas of the Website is restricted to authorized users only.
Access to and use of password-protected or secure areas of the Website is restricted to authorized users only.
You agree not to use or launch any automated system, including without limitation, “robots”, “spiders”, “crawlers” and “offline readers” that access the Website in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. We grant the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not to cache or archive such materials.
You agree not to collect or harvest any personally identifiable information, including account names or e-mail addresses, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes, expect for the purposes from the features provided within the solution, such as sending email newsletter and push notifications. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions (as defined below) or otherwise. You agree that all user signups including “email address”, “mobile cell phone number” and any other information submitted by users remains the property of the Chatwing services within the dashboard and is only allowed to be used while you are a customer of the Chatwing service, this information is not permitted to be exported in any way. Chatwing is not required to share any user data with you as a customer and reserves the right to share data with 3rd parties such as advertisers.
Certain of our Services permit commercial use as specifically identified in connection with such Services. All commercial use of the Website and/or Services must be in accordance with the terms herein and the specific terms pertaining to those Services. Illegal and/or unauthorized use of the Website, Services and/or any Content, or any portion thereof, including, but not limited to, unauthorized framing of or linking to the Website is prohibited. Any such use shall be deemed to be a violation of these Terms.
In order to access some features of the Website, you will have to create an account and become a “Chatwing Member”. By creating your account, you agree to provide true, accurate, current and complete information about yourself and your business (as applicable) as prompted by our registration processes, and to maintain and update your information, as needed. You agree not to share your account log in information, password or other account information with anyone. You may not use another user’s account without obtaining prior written permission. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph.
You are solely responsible for maintaining the confidentiality of your account, password or other account information and for any activity that occurs on your account, and you must keep your account password secure. You must notify us immediately of any breach of security or unauthorized use of your account or any other breach of security that you become aware of involving or relating to your account. You will be liable for any use of your account or password, including without limitation, our losses due to any unauthorized use of your account. We will not be liable for any losses incurred by you or anyone on your behalf and caused due to any unauthorized use of your account.
You agree to notify us immediately of any unauthorized use of your account, password or other account information
Chatwing retains all right, title and interest in and to the Website, Services and Content, and any derivatives thereof, including any Intellectual Property Rights contained and/or made available therein or in connection thereto (collectively, the “Chatwing’s IP”). As used herein, “Intellectual Property Rights” means inventions and patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade names, trade dress, logos, trade secrets or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
All use of Chatwing’s IP shall inure to the benefit of Chatwing, and you shall not: (i) contest, or assist others to contest, our rights or interests in and to Chatwing’s IP or the validity of our rights in and to Chatwing’s IP and all applications, registrations or other legally recognized interests therein, or (ii) seek to register, record, obtain or attempt to pursue any Intellectual Property Rights or other proprietary rights or protections in or to said Chatwing’s IP. All rights in Chatwing’s IP which are not expressly granted herein are reserved by Chatwing. You hereby agree to assign and do assign to Chatwing any modifications or derivative works of any Services and/or Content made by you in contravention of the foregoing limitation.
You agree not to remove, obscure or alter any notices of Intellectual Property Rights or disclaimers appearing in or on the Website, Services and/or Content.
All rights to use any of Chatwing’s copyrights, trademarks, service marks, trade names, trade dress, logos, slogans, copyrighted designs or other brand features (collectively “Brand Features”) are wholly owned by Chatwing or by its respective subsidiary. Any use of the Brand Features, and any goodwill therefrom, shall inure to Chatwing’s benefit, and shall be subject to Chatwing’s Use of Marks Policy. If you are seeking permission to use any of our Brand Features please contact our legal department at: email@example.com.
To the extent that we solicit User Submissions (defined below) through features or activities on or through the Website (including games, sweepstakes, contests, promotions and blogs that require the use of Chatwing’s IP (in whole or in part), we hereby grant you a non-exclusive license as required solely for the purpose of creating your User Submissions; and subject to the terms below with respect to User Submissions.
Some sections of the Website (such as message boards, chat, blogs, forums, sweepstakes or comments) may provide you and other visitors of the Website with the opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, musical compositions (including lyrics), sound recordings, characterizations, creative works or other information, messages, transmissions or materials, including your name and likeness, to Chatwing or others (collectively, “User Submission”).
User Submission License. By posting, submitting or uploading User Submission to any part of the Website, you represent and warrant that it complies with these Terms, and you acknowledge and agree that you are granting Chatwing a perpetual, irrevocable, unlimited, worldwide, royalty-free, transferable (in whole or part), sub-licensable right and license to (the “Submission License”): (a) use, reproduce, copy, display, create derivative works from, license, modify, adapt, publish, translate, distribute, perform, exhibit, host, cache, store, archive, index, categorize, comment on, tag, transmit, broadcast, edit, modify, synchronize with visual material, incorporate in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such User Submission and transcode the User Submission to appropriate media formats, standards or mediums (in each of the foregoing cases, in whole or in part); and (b) offer to sell, sell, lease, assign and otherwise transfer to third parties the right to use, exhibit and otherwise use, exploit or distribute the User Submission (in whole or in part and as altered by Chatwing in its sole discretion) throughout the world in perpetuity, in any and all media, whether now existing or hereafter developed, without compensation to you for any and all purposes including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you, with or without attribution to you, and without the requirement of any permission from or payment to you or to any other person or entity.
Your Rights in your User Submissions. You represent and warrant that: (a) you have the right and authority to grant the User Submission License to us; (b) our exercise of the rights granted pursuant to the User Submission License will not infringe or otherwise violate any third party rights; and (c) all so-called “moral rights” in the User Submission have been waived to the full extent allowed by law. Further, you represent and warrant to Chatwing that your User Submission is original work made or created by you or that you have all right, title, and/or authority to grant the User Submission License to Chatwing. In addition, you represent and warrant that your User Submission does not infringe or violate any rights of any third party or entity, including, without limitation, any Intellectual Property Rights, defamation, privacy, publicity or any other similar right. If your User Submission includes images, photos or video of individuals other than you, then before you post such User Submission on the Website, you must have the express consent of everyone who appears in the User Submission in order to submit the User Submission for use, exhibition and other exploitation in any manner and in any and all media, whether now existing or hereafter discovered, throughout the world, in perpetuity. If you submit an image of someone who is under 18 years of age who is not your child, you must have the permission of that child’s parent or legal guardian.
Your Liability for your User Submissions. You are solely responsible for your User Submission and any consequences of posting or publishing it on the Website whether as part of a message board, chat, forum, blog, application you create or otherwise. These sections of the Website are public and not private, and you acknowledge and agree that you have no expectation of privacy with respect to any User Submission posted or published in any such section of the Website. Please carefully consider the User Submission you choose to post on any section of the Website. You should not include any personal information of yours or other third party such as full name, telephone number, photo or street address, as part of your User Submission. We cannot guarantee the security of any information you disclose through the Website; you make such disclosures at your own risk.
Further, you are solely responsible for any interaction with other users or visitors of the Website and/or Services. We reserve the right but shall have no obligation to monitor disputes between you and any other user or visitor of the Website.
Legality of User Submissions. You agree that your User Submission (or any content made available therein) will not: (i) be unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; (ii) create a risk to a person’s safety or health, to public safety or health, compromise national security, or interfere with an investigation by any law enforcement; (iii) promote illegal drugs, violate export control laws, or relate to gambling or arms trafficking; (iv) be unlawful, defamatory, abusive, libelous, threatening, harmful, vulgar, obscene, profane, pornographic, harassing, hateful, inaccurate, racially or ethnically offensive, or otherwise objectionable material or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable local, state, national or international law or regulation; (v) infringe or violate any right of a third party including: (a) any Intellectual Property Right, right for privacy or other proprietary or contractual rights; or (b) any confidentiality obligation; (vi) contain any virus or other harmful component, or otherwise tamper with, impair or damage the Website or any connected network, or otherwise interfere with any person or entity’s use or enjoyment of the Website; or (vii) include any “flaming”, “spamming”, “flooding” and/or “trolling” mechanism, as those terms are commonly understood and used on the Internet.
Monitoring or Removal of User Submissions. You grant the User Submission License to Chatwing whether or not your User Submission (or any part thereof) is actually posted on the Website or used by Chatwing. You acknowledge and agree that Chatwing may, at its sole discretion, elect to post or not post your User Submission on its Website, or to remove your User Submission from its Website after it has been posted or published, at any time, for any reason and without notice, and not to use, exhibit or otherwise exploit your User Submission in any manner whatsoever. You further acknowledge and agree that you post, submit or upload your User Submission voluntarily, and not in confidence, and that no confidential relationship is intended or created between Chatwing and/or any other person or entity, on the one hand, and you, on the other hand, by your submission of the User Submission.
Additionally, as we do not permit copyright-infringing activities and infringement of any Intellectual Property Rights on our Website, we will remove all content and User Submissions if we are properly notified that such content or User Submissions infringe on any person or entity’s Intellectual Property Rights. In addition, we will cooperate fully with any law enforcement officials and/or agencies in the investigation of any person or persons who violates these Terms.
Indemnification respecting your User Submissions. You understand that when using the Website, you may be exposed to User Submissions, from a variety of sources, that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto, and agree to indemnify and hold us harmless to the fullest extent permitted by law regarding all matters related to your User Submissions.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, BY POSTING, SUBMITTING, OR UPLOADING USER SUBMISSION TO ANY MESSAGE BOARD, CHAT, BLOG, FORUM, SWEEPSTAKES, APPLICATION YOU CREATE OR ANY OTHER AREA ON THE WEBSITE, YOU HEREBY EXPRESSLY PERMIT CHATWING TO IDENTIFY YOU AS THE CONTRIBUTOR OF SUCH USER SUBMISSION IN ANY PUBLICATION IN ANY FORM, MEDIA OR TECHNOLOGY NOW KNOWN OR LATER DEVELOPED IN CONNECTION WITH YOUR USER SUBMISSION.
You may submit an article to the Chatwing blog via the Website for consideration. We reserve the exclusive right to choose what articles to publish and are not obligated to provide you with a reason for rejecting your submitted article. In addition, while we are under no obligation to do so, once published, we reserve the right to remove and permanently delete your article without notice, and for any reason to our sole discretion. If your article is accepted by us, you may place a link to your article on our Site from your website or other websites.
Blogger License: By submitting your article, you hereby grant us a perpetual, royalty free, non-exclusive (except for the first sixty days) license to use the Content of your article in our sole discretion, so long as we give you writer’s credit.
We may accept the article but request you to edit the article, and you may elect to do so or not. However, if you elect not to edit it in accordance with our reasonable requests, we may revoke our acceptance of the article for publication on our Site. We further reserve the right to revoke our acceptance even if you do elect to edit it per our request if our needs have changed in the intervening time period.
You must supply us with your information for your writer’s credit, along with any website which publicizes your writer’s credit information. We will be happy to publish this information at the beginning or end of the article (based solely on our editorial judgment). However, we ask that you refrain from promoting yourself, your company and/or your products in the body of the article.
As a Guest Blogger, you must be compliant with the following guidelines regarding any submitted article:
Any requests to remove copyright-infringing content from the Website, or counter-requests to repost content, on grounds of mistake or misidentification of the content, must be made in accordance with our Copyright Policy.
The Website, Services and/or Content may contain links to independent third party website and to information provided on such independent third party website. These independent third party website are provided solely as a convenience to you and other visitors of the Website, and are not under our control whatsoever. Chatwing is not responsible for and does not endorse the content of such independent third party website, including any content, information or services contained on such independent third party website, nor is it responsible for any changes or updates to such independent third party website. You will need to make your own independent judgment regarding your interaction with and use of these independent third party website, which will be at your risk. You agree that Chatwing shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, information or services available on or through any such independent third party website.
Payments made by you under these Terms (if any) may be processed by Chatwing or a third party appointed by Chatwing for such purpose such as Stripe or Paypal (the “Payment Processor”), and which may be replaced from time to time, at Chatwing’s sole discretion.
All payments (if any) are made in currency as available by the Payment Processor, and are nonrefundable unless specified otherwise under the respective service.
All fees hereunder are exclusive of all taxes, levies, or duties imposed by the taxing authorities. You acknowledge and agrees that you will bear and be responsible for all applicable taxes, duties and other governmental charges imposed on you with respect to these Terms.
Transactions made over the weekend may be charged on the first following business day.
To the extent that a payment is required for a certain service, you: (a) will be required to provide a credit card issued by one of the major credit card companies or any other payment method to the extent offered in connection with the respective service; and (b) will be able to use a service under these Terms after the Payment Processor verifies that your credit card or any other payment method you provided (to the extent applicable) for payment, is accurate and valid. Once you initiated payment, the Payment Processor will inform you whether the payment has been successfully processed or if it failed. If payment verification fails, you may be asked to provide an alternative credit card or payment method (to the extent applicable).
We reserve the right, at our sole discretion, to amend these Terms, at any time, without notice to you. Please check these Terms periodically for changes. The revised Terms will be effective when posted. By continuing to use the Website after we have posted changes to the Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Website or Services.
Further, we reserve the right, at our sole discretion, to modify, change or discontinue any part or all of the Website and/or the Services and/or their scope or availability, at any time, without notice to you. Such changes by their very nature may cause inconvenience or even malfunctions. YOU AGREE AND ACKNOWLEDGE THAT WE DO NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH, THE INTRODUCTION OF SUCH CHANGES OR FROM ANY MALFUNCTIONS OR FAILURES THAT MAY RESULT THEREFROM.
Chatwing reserves the right to respond to app comments at its sole discretion, without limitation. By using these Chatwing services you agree that Chatwing has full authority to respond to app comments however it chooses and you as the customer have no choice. The way chatwing responds to reviews and comments may result in you losing customers, uninstalling your app, or even other potential negative impact. No matter what the impact is, you agree not to hold chatwing responsible and understand this is how the service operates. IF YOU HAVE ANY SORT OF CONCERN THAT CHATWING HAS THE RIGHT, AND MOST LIKELY WILL RESPOND TO APP REVIEWS AND COMMENTS MADE THEN YOU SHOULD NOT USE THE CHATWING SERVICE. YOU ALSO UNDERSTAND CHATWING RESPONSES MAY RESULT IN NEGATIVE IMPACT ON YOUR APP, COMMUNITY OR OVERALL BUSINESS, INCLUDING NEGATIVE FINANCIAL IMPACT AND YOU AGREE TO NOT HOLD CHATWING LIABLE FOR ANY LOSS AT ALL.
The availability and functionality of the Website and Services depend on various factors, including software, hardware and communication networks that are provided by third parties. These factors are not fault-free. Chatwing DOES NOT WARRANT THAT THE WEBSITE AND SERVICES WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT THEY WILL BE ACCESSIBLE OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS OR UNAUTHORIZED ACCESS.
At any time, we reserve the right, without notice, to do any of the following: (1) modify, suspend or terminate the operation of or access to the Website, Services and/or Content or any portion thereof, for any reason; (2) modify or change the Website, Services and/or Content or any portion thereof, and any applicable policies or terms related thereto; and (3) interrupt the operation of the Website, Services and/or Content or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
THE WEBSITE, SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHATWING DOES NOT GUARANTEE THAT THE WEBSITE, SERVICES OR ANY CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE WEBSITE, SERVICES AND/OR CONTENT WILL PROVIDE SPECIFIC RESULTS. ALL INFORMATION PROVIDED ON THE WEBSITE, SERVICES AND CONTENT IS SUBJECT TO CHANGE WITHOUT NOTICE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CHATWING DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, AVAILABILITY, SECURITY OR COMPATABILITY. CHATWING DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE, SERVICES AND/OR CONTENT. YOU ASSUME THE TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE, SERVICES, CONTENT AND ANY WEBSITE LINKED THERETO. YOUR SOLE REMEDY AGAINST CHATWING FOR DISSATISFACTION WITH THE WEBSITE, SERVICES AND/OR CONTENT IS TO STOP USING THE WEBSITE, SERVICES OR ANY SUCH CONTENT.
The above disclaimer applies to any and all damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL Chatwing BE LIABLE TO YOU FOR ANY AND ALL DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF Chatwing HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE WEBSITE, SERVICES OR CONTENT; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE THE WEBSITE, SERVICES OR CONTENT; (III) ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OR AVAILABILITY OF THE WEBSITE AND SERVICES; (IV) ANY FAULT OR ERROR MADE BY ANY MEMBER OF Chatwing OR ANYONE ACTING ON THEIR BEHALF, OR FROM YOUR RELIANCE ON CONTENT AVAILABLE ON OR THROUGH THE WEBSITE OR SERVICES; (V) ANY COMMUNICATION, INTERACTIONS, DEALINGS OR ENGAGEMENTS MADE OR ATTEMPTED THROUGH THE WEBSITE OR SERVICES; OR (VI) ANY OTHER MATTER RELATING TO THE WEBSITE, SERVICES OR CONTENT. IN ANY EVENT, YOUR SOLE REMEDY SHALL BE TO CEASE ANY USE OF THE WEBSITE AND/OR SERVICES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SUCH AS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless Chatwing, and its subsidiaries, and its respective officers, directors, employees and agents, licensors, licensees, distributors, agents, representatives and other authorized users, and each of Chatwing, and its subsidiaries, respective resellers, distributors, service providers and suppliers (collectively, the “Indemnified Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees) incurred by the Indemnified Parties in connection with or arising from: (i) your use of the Website, the Services and/or the Content; (ii) your violation of these Terms and/or any Additional Terms; (iv) your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; or (v) any claim that one of your User Submissions caused damage to a third party. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
You agree to comply fully with all U.S. export laws and regulations, including: section 6(j) of the Export Administration Act, section 40 of the Arms Export Control Act, and section 620A of the Foreign Assistance Act, to ensure that the Website, the Services or the Content are not exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. Furthermore, you agree you will not export nor re-export the Website, the Services or the Content to any U.S.-embargoed country. By accessing, using or downloading the Website, the Services or the Content (as applicable), you further represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “State Sponsors of Terrorism”; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
We may limit, suspend or terminate your account and/or your ability to access the Website and your use of the Website or any areas of the Website, Service or any Content provided on or through the Website, in our sole discretion, immediately, and/or limit, suspend or terminate any future access, with or without cause for your failure to fully comply with these Terms and/or the applicable Additional Terms. You agree that we shall not be liable to you or any third party for any limitation, suspension or termination of your access to or use of the Website, Services or any Content.
You agree that in the event we discontinue, terminate or suspend your account, you shall not attempt to re-register with or access the Website or Services through use of a different user name or otherwise.
You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to Chatwing, for which monetary damages would be inadequate, and you consent to Chatwing obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.
If any Chatwing Member does take any legal action against you as a result of your violation of these Terms, such member will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to such Chatwing Member. You agree that we will not be liable to you or to any third party for termination of your access to the Website or the Services as a result of any violation of these Terms.
These Terms and your use of the Website will be governed by and construed in accordance with the laws of the State of Nevada, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of Nevada.
The Courts located in Nevada shall have sole and exclusive jurisdiction over you and Chatwing and the subject matter of these Terms. Each party hereby expressly consents to personal jurisdiction in Nevada and expressly waives any right to object to such personal jurisdiction or the convenience of such forum.
The following sections shall survive the termination or expiration of these Terms: Proprietary Rights of Chatwing, User Submissions, Requests to Remove Content, Privacy, Disclaimer of Warranty, Limitation of Liability, Indemnification, and Governing Law & Jurisdiction.
Upon registration with the Site you may be issued a direct link URL, username and/or password (collectively, the "Account") in order to access certain sections of the Site and/or certain services available through the Site. In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security and confidentiality of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. We may refuse to grant you an Account with a username that impersonates someone else, or may be protected by trademark or proprietary rights law, or is vulgar, offensive or otherwise inappropriate, as determined by us in our sole discretion. You are responsible for all activities that occur through the use of your Account. You agree to: (a) immediately notify the Company of any unauthorized use of your Account or any other breach of security; and (b) ensure that you sign out from your Account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this section. You may also be issued a new Account or be required to change your Account from time to time in our sole discretion.
You agree to abide by all applicable local, provincial / state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account made by you including the content you posted, transmitted or shared through the Site. You agree NOT to:
You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, without liability, including without limitation User Content that in the sole judgment of the Company violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You agree that that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of any User Content. You also acknowledge and agree that by using the Site, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language or containing mature subject matter. Nevertheless, you agree to use the Site at your sole risk and that the Company shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. If you become aware of misuse of the Site by any person, please notify the Company. You are also solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.
User Content Proprietary Rights
When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Company and the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You also acknowledge that the Company may retain archived copies of your User Content and may also disclose the User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Company, the Site, its users and the public.
You are solely responsible for your interactions with other Users on the Site. We reserve the right, but have no obligation, to monitor disputes between you and other users.
No Duty to Monitor
Chatwing acts only as a forum and technical interface between Users and we are not required to verify the qualifications of Users, nor are we required to evaluate, control or monitor in any ongoing manner exchanges between users, although we reserve the right to do so in our sole discretion. Users must use their own judgment in evaluating the qualifications of and statements made by Users. Any opinions expressed by a User are of those of the User alone, and are not to be attributed to us. We cannot and do not assume responsibility for the accuracy, completeness, safety, timeliness, legality or applicability of anything said or written by any User. There are risks of dealing with underage persons, or persons acting under false pretenses. Authentication on the Internet is difficult, and accordingly, we cannot always confirm that each User is whom they claim to be or that they can deliver services or make payments. Users' information might be offensive, harmful, untimely, inaccurate and/or deceptive and, accordingly, you agree to exercise caution, discretion and common sense when using Chatwing. Information, advice, opinions or comments expressed by any User via Chatwing are not intended to substitute for informed professional advice. You should not use Chatwing for emergency purposes you must use your judgment to determine when it is necessary to consult with a provider who is local, licensed in your state or country, available in person, or otherwise possesses qualities required to properly diagnose or advise you, especially in areas of expertise such as medicine, law, accounting, psychological counseling, investment, tax or other financial advice, requiring government or regulatory licensing or certification, or for high risk activities.
Service Subscription and Payment
Services are billed in advance and in accordance with the payment schedule you select. We will continue to bill your account or invoice you automatically. All payments rendered are non-refundable. Refunds and/or credits cannot be issued for unused partial months or periods pre-paid in advance. Downgrading your Service may cause the loss of data, features, or capacity of your Account. We do not accept any liability for such loss.
Termination of Service
We reserve the right to terminate without notice your Account or use of the Service and delete any data within Chatwing, in our sole discretion, without cause and/or without notice.
Changes to the Service and Prices
We may change or discontinue the Service (or any part thereof) at any time and for any reason, with or without notice. Prices of all Services are subject to change via the Site or through the Service itself. Any price changes will be made effective upon the next billing cycle.
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. We respect the intellectual property rights of others. If you believe your work has been copied in a way that constitutes copyright infringement or are aware of any infringing material on the Web site, please contact us and provide us with the following information: An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest A description of the copyrighted work that you claim has been infringed A description of where the material that you claim is infringing is located on the Web site (including a URL and/or screen shot) Your address, telephone number, and email address A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Site Content Proprietary Rights and Limited License
You acknowledge and agree that the Site and any software used in connection with the Site and Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Service. You agree not to access the Site by any means other than through the interface that is provided by the Company for use in accessing the Site. All content on the Site, including but not limited to designs, text, graphics, layout, pictures, video, information, software, features, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company with all rights reserved, except that the foregoing does not apply to your User Content, as defined above, that you legally post on the Site. No Site Content may be modified, copied, distributed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission. Provided that you are eligible for use of the Site, you are granted a limited, non-exclusive, non-transferable license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact (the "License"). Except for your own User Content, you may not republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such License is subject to terms and conditions of this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the License granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise. The License is revocable by the Company at any time without notice and with or without cause.
The sites displayed or linked to by the Site are developed by people over whom the Company exercises no control. The Company does not screen the source or sites of content before including them on the Site. Users may link to sites and/or content that some people find objectionable, inappropriate, or offensive. We make no representations or warranties of any kind regarding the content of such third party sites and do not guarantee that such content shall not include unintended or objectionable content and assumes no responsibility for the content of any site included in our lists or otherwise linked to by the Site. We shall not be responsible for the availability of such external sites or resources, or endorse or be liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked site or resource.
Disclaimer of Warranties
Chatwing, LLC. and its affiliates, licensors, partners, members, suppliers, employees, consultants and agents ("Web Services") disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or materials displayed on the Site. Web Services further expressly disclaims (1) that the Site and Service will meet your requirements and will be uninterrupted, error-free, timely, or secure, (2) that defects or errors will be corrected, (3) that the Site or the servers that makes it available are free of viruses or other harmful components, and (4) that the use of or the results of the use of the Site or the content made available as part of the Service will be correct, accurate, timely, or otherwise reliable. Web Services expressly disclaims any and all responsibility and liability for the conduct of any other User, and expressly disclaims that the content and materials of the Site input by other User is correct or accurate. WEB SERVICES, ON BEHALF OF ITSELF, AND ITS LICENSEES, PROVIDES THE SITE AND SERVICE, AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, LINKS OR ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE SITE), PRODUCTS, AND SERVICES INCLUDED THEREIN ARE PROVIDED 'AS IS,' 'WITH ALL FAULTS', 'AS AVAILABLE', WITH NO WARRANTIES WHATSOEVER. WEB SERVICES EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICE IS ENTIRELY AT YOUR OWN RISK.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL WEB SERVICES BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE SITE. SUCH LIMITATION OF LIABILITY FOR ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WEB SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Without limiting the foregoing, under no circumstances shall the Company be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Hold Harmless and Indemnity
You agree to indemnify, defend and hold harmless the Company and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees, from any damages, losses, costs and expenses (including legal fees), incurred in connection with any third party claim or demand alleging or based upon your breach of this Agreement or your violation of any law or the rights of such third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate fully as reasonably required by the Company.
This Agreement and your use of the Service shall be governed and construed in accordance with the laws of the state of Nevada and the federal laws of The United States of America applicable therein, excluding the application of any rule or principal of conflict of law that might otherwise refer construction, interpretation, or the resolution of any dispute to the laws of another jurisdiction. Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Las Vegas, Nevada. You agree not to bring any legal action against the Company in any jurisdiction except the state of Nevada and you shall submit and consent to such jurisdiction. If any provision of this Agreement shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Agreement will be effective only if in writing and signed by the Company. Your use of the Site and Service is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and the Company.
Chatwing is an excellent communication tool and it is communication that powers this planet.
If you are a United States federal government agency, your use of the Services is subject to this Amendment