CHATWITH.IO SOLUCIONES SL | MADRID-ESPAÑA | NIF: B42935981 |
Contact us with this link: 34627524218
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Last updated: October 12, 2022
PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy. All such terms are hereby incorporated by reference into these Terms of Use.
"You" means any individual or entity using our Services. If you use our Services on behalf of another person or entity, you represent and warrant that you're authorized to accept the Agreement on that person's or entity's behalf, that by using our Services you're accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to us.
(A) When using the Website, you agree to follow our guidelines and instructions. Keep in mind that these Terms of Use apply to any use of the Website and any of our products and services (collectively, "Products") whether or not you publish your Site.
(B) In order to publish your Site, you will have to become a registered user. You need to be 18 years or older to register. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use our products and services, with or without registering. In addition, if you are under 18 years old, you are permitted to use our Products or are permitted to publish a Site, with or without registering, unless only with approval of your parent or guardian.
(C) If you become a registered user, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you will create a user name and password (an "Account"). You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing our Products. We will not be liable for any loss or damage arising from your failure to comply with this Section.
(D) Becoming a registered user will provide you with a Basic plan, which is 100% free and provides access to use most of the Website Services.
(E) Upon becoming a registered user, you will be prompted to fund your account or purchase virtual cash or credits through PayPal or a credit/debit card that can be used to purchase certain Services or Service features from us. All amounts you pay to purchase virtual cash or credits will become the exclusive property of Chatwith. Your virtual cash or credits will be made available to you as an "account balance" that can be used to purchase, renew or upgrade to a Pro Lite plan, a Pro Standard plan, a Pro Plus plan, or some variant thereof ("Pro plan"), which provides some additional features that are not available with our Basic plan. Optionally, the Pro plan may also be automatically renewed on an annual basis and remain in effect until cancelled by you. Virtual cash or credits have no cash value and cannot be redeemed for cash, transferred to a third party, or to make purchases from any other party. By authorizing a purchase through PayPal or a credit/debit card, you represent and warrant that you are at least 18 years of age (or the age of majority in your state) and are authorized to use the payment method you present for the requested transaction.
(F) If you have insufficient funds in your account balance to perform an upgrade or manual renewal, you will be prompted to pay for the difference using either PayPal or a credit/debit card to add to your account balance. Optionally, you may add a saved payment method (e.g. a credit card) to replenish your account balance or to automatically cover charges in excess of your account balance. If you have insufficient funds in your account balance to perform an automatic renewal and you do not have a saved payment method, your account will, after a short grace period, be automatically downgraded to the free Basic plan and your sites will lose access to any Pro features they may be using. Saved payment methods are stored remotely by our third-party payment providers, and balances are stored in US dollars.
(G) You may optionally apply referral codes to upgrades and manual renewals. In the case of upgrades, a referral code's discount will be applied after any other credits you receive (e.g. a prorated credit for time remaining on an existing Pro plan).
(H) You may, during the course of your Pro plan, upgrade or downgrade to a different Pro plan. If upgrading to a higher cost Pro plan, you may be prompted to pay for the difference (after any applicable credits) in the manner described in Section 2(F). If downgrading to a lower cost Pro plan, a prorated credit for the time remaining on your existing Pro plan will be added to your account balance. Upon request, we may then, in our sole discretion, grant a full or partial refund of this credit to the original funding payment.
(I) Excluding earnings from Chatwith itself (e.g. our referral program, as described in Section 7) and refunds which shall be granted in our sole discretion, balances cannot be withdrawn; once funds have been deposited in your account, they can only be used to purchase Products. Except for any sales tax that we may be required to collect on any purchase by you, you are responsible for paying all fees and taxes associated with your use of the Website, if any.
(J) Account balances are the exclusive property of Chatwith and do not earn interest. We do not generally offer return of funds or credits on purchases unless required by law, but we reserve the right to do so in our sole and absolute discretion.
(K) In using our Service you may purchase (alternatively, you may earn virtual cash or credits through use of our Services), using either PayPal or a credit/debit card or your account balance, a limited, non-sublicensable, revocable right to use (a) virtual currency, including but not limited to virtual cash or credits, for your use with our Services; (b) virtual in-application items, content or features, including template designs; and (c) other goods or services ((a) through (c), collectively "Virtual Items"). You are only allowed to purchase Virtual Items from us or our authorized partners through the Service, and not in any other way. You must be 18 years of age (or the age of majority in your state), or obtain permission from your parent or legal guardian to purchase Virtual Items.
(L) Chatwith may manage, regulate, control, modify or eliminate Virtual Items at any time, with or without notice, however, your Virtual Items may not expire from 5 years from the date of purchase. Chatwith shall have no liability to you or any third party in the event that Chatwith exercises any such rights.
(M) The use or transfer of Virtual Items is prohibited except where expressly authorized in the Service. Other than as expressly authorized in the Service, you shall not sell, purchase, redeem or otherwise transfer Virtual Items to any person or entity or attempt any of the aforesaid, including but not limited to Chatwith, another user or any third party.
(N) ALL PURCHASES AND REDEMPTIONS OF VIRTUAL ITEMS MADE THROUGH THE SERVICE ARE FINAL AND NON-REFUNDABLE.
(O) The provision of Virtual Items is strictly for your personal, non-commercial use in connection with your use of the Service. The use of Virtual Items is a service provided by Chatwith that commences immediately upon acceptance by Chatwith of your purchase.
(P) You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. Notwithstanding Chatwith's Seller Program, discussed below, Chatwith may revise the pricing for the Virtual Items offered through the Service at any time. YOU ACKNOWLEDGE THAT Chatwith IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
(Q) Virtual Items do not represent any stored value, have no monetary value, and do not constitute legal currency of any type.
(R) We reserve the right to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website.
(A) You acknowledge and agree that the Website may contain content or features ("Website Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Website or the Website Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Website. In connection with your use of the Website you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by us from accessing the Website (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Website or the Website Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Website or distributed in connection therewith are the property of us, our affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by us.
(B) The Chatwith name and logos are trademarks and service marks of Chatwith (collectively the "Company Trademarks"). Other company, product, and service names and logos used and displayed via the Website may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing in this Terms of Use or the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Company Trademarks displayed on the Website, without our prior written permission in each instance. All goodwill generated from the use of Company Trademarks will inure to our exclusive benefit.
(C) Under no circumstances will we be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content, but that Chatwith and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Website. Without limiting the foregoing, Chatwith and its designees will have the right to remove any content that violates these Terms of Use or is deemed by Chatwith, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
(A) The Website is currently free to use under a Basic plan. However, the Pro plan requires a purchase by you. In all instances, our services are not being sold to you; rather, you are being granted a limited license to use our Website, Website Content, and Services.
(B) You acknowledge that we reserve the right to discontinue the Website services, in whole or in part, at any time. When using the Website, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Website Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. You acknowledge that you do not acquire any ownership rights by using Website Content.
(C) Furthermore, except as expressly permitted in these Terms of Use, you may not: (i) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or Website Content; (ii) circumvent, disable or otherwise interfere with security-related features of the Website; (iii) use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Website or Website Content for any purpose without our express written permission; (iv) collect or harvest any personally identifiable information from the Website including, without limitation, user names, passwords, email addresses; (v) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same; (vi) decompile, reverse engineer, or disassemble any portion of the Website; (vii) use network-monitoring software to determine architecture of or extract usage data from the Website; (viii) encourage conduct that violates any local, state or federal law, impersonate others, use a false email address, or misrepresent your affiliation with others; (ix) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; (x) engage in any conduct that restricts or inhibits any other user from using or enjoying the Website; or (xi) solicit other users to join or become members of any commercial online service or other organization without our prior written approval.
(D) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.
(A) We may now or in the future permit users to post, upload, transmit through, or otherwise make available through our Website (collectively, "submit") messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials ("User Content"). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published through our Website. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.
(B) You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.
(C) You represent, warrant, and covenant that you will not submit any User Content that: (i) violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity; (ii) impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable, or otherwise violates any applicable law; (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law; (iv) includes sensitive personal information such as social security numbers; (v) contains a formula, instruction, or advice that could cause harm or injury; or (vi) is a chain letter of any kind. Moreover, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying our Website will not be permitted.
(D) By submitting User Content to us, simultaneously with such posting you automatically grant, or represent or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (1) in connection with our business; and (2) in connection with the businesses of our affiliates, licensees, assignees, successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as permitted by the functionality of our Website and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you (or any copyright holder) may now or later have in any jurisdiction to so-called "moral rights" or rights of "droit moral" with respect to the User Content. You retain all rights in and to the User Content not specifically granted above, including ownership in and to the User Content.
(E) By submitting User Content, you also grant us the worldwide, perpetual, irrevocable, fully sublicensable, and transferable right, but not the obligation, to use any and all names, identities, titles, likenesses, distinctive appearances, physical likenesses, images, portraits, pictures, photographs (whether still or moving), screen personas, voices, vocal styles, statements, gestures, mannerisms, personalities, performance characteristics, biographical data, signatures, and any other indicia or imitations of identity or likeness listed, provided, referenced, or otherwise contained in the User Content (all attributes, collectively, per person, a "Persona"), including, without limitation, your name and geographical location (e.g., "Joey P. – Wyoming, OH"), for purposes of advertising and trade, in any format, medium, or technology now known or later developed without further notice, approval, or compensation, unless prohibited by law. Our uses of your Persona will be consistent with the terms of our Privacy Policy, where it is applicable. You retain all rights in and to your Persona not specifically granted above, including ownership in and to your Persona.
(F) Notwithstanding the generality of the foregoing, we reserve the right to display advertisements in connection with your User Content and to use your User Content for advertising, marketing, promotional, and other commercial purposes. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners, marketing partners, accounts, and third-party service providers (including their downstream users).
(G) We have the right, but not the obligation, to monitor User Content. We have the right in our sole discretion and for any reason whatsoever, including without limitation a breach of Section 5(C) above, to suspend or delete a Site.
(H) Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Company of your infringement claim in accordance with the procedure set forth below.
Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement.
To be effective, the notice must be in writing and contain the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
A description of the copyrighted work or other intellectual property that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property 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 or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, users who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
We have not reviewed, and cannot review, all of the Website Content and User Content (like text, photo, video, audio, code, computer software, items for sale, and other materials) posted to or made available through our Services by users or anyone else or on websites that link to, or are linked from, our Services (collectively, "Content"). We are not responsible for any use or effects of Content or third-party websites. So, for example:
We do not have any control over third-party websites.
A link to or from one of our Services does not represent or imply that we endorse any third-party website.
We do not endorse any Content or represent that Content is accurate, useful, or not harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights, or other proprietary rights of third parties.
You are fully responsible for the Content available on your website, and any harm resulting from that Content. It is your responsibility to ensure that your website's Content abides by applicable laws and by the Agreement.
We are not responsible for any harm resulting from anyone's access, use, purchase, or downloading of Content, or for any harm resulting from third-party websites. You are responsible for taking the necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
Any Content that is for sale through any of our Services is the seller's sole responsibility, so you must look solely to the seller for any damages that result from your purchase or use of Content.
We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and the provider of any Content.
Please note that additional third-party terms and conditions may apply to Content you download, copy, purchase, or use.
(A) You can choose to opt-in to Chatwith's referral program, which will provide you with a personalized referral link you can use to refer other potential users to Chatwith. Referred users who use your referral link to visit the Chatwith website, or enter your referral code at checkout, you will earn, in virtual cash, a portion of the amount paid (after applicable discounts) towards their next upgrade or renewal as determined by your referral rate. You may only earn from the next upgrade or renewal made after the time of the referral. Subsequent upgrades, renewals, or other purchases of Products will not earn you anything from those purchases.
(B) For the purposes of sharing and promoting your referral link, you agree to not engage in activity, tactics, or practices that are illegal or considered questionable, such as spamming or deceptive linking. You also agree that you will not directly or indirectly (i) promote Chatwith products or services and/or the referral link via any paid media channels; (ii) promote Chatwith products or services and/or the referral link via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminatory; (iii) engage in fraud or falsify information in connection with the referral link, Services, including without limitation using automated means to increase the number of clicks through the referral link; (iv) bid on any keyword, term or word in Pay-Per-Click Search Engines (PPCSE's) that contains any Mark or any variation thereof; (v) bid on any of the trademarks of any competitor of Chatwith in conjunction with the Services; (vi) use any device, application, robot, software or technology that forces the referral link into a visitor's bookmark; or (viii) issue any press release that discusses or references Chatwith except with the prior written consent of Chatwith.
(A) You can choose to opt-in to Chatwith’s seller program, which will allow you to create certain Virtual Items (for example, website templates created through use of the Service), as permitted by Chatwith through the intended functionality of the Service, and provide such Virtual Items for sale to other Chatwith users. You agree that you have all rights necessary to sell the Virtual Items you make available, and will describe such Virtual Items truthfully, accurately, and completely. Chatwith’s seller program is only available to users with a Pro Lite plan or higher. The purchase and sale of any Virtual Item is subject to these Terms of Use.
(B) A member of the seller program may offer a Virtual Item for "sale" at a price set by the member. Alternatively, the member may set a minimum purchase price requirement when listing the Virtual Item for sale, in which case users of the platform may purchase the member’s Virtual Item for any price that user choses so long as it meets the minimum amount set by the member. All Virtual Items must be sold via the Chatwith Service and must comply with Chatwith’s User Content policy as described in Section 5 of these Terms of Use. Upon a sale of a Virtual Item you will earn, in virtual cash, a portion of amount paid (after applicable discounts) in virtual cash or credits that will be deposited into your account.
(C) You are solely responsible for reading and reviewing the Virtual Item listing before making an offer or a purchase. The contract to purchase a Virtual Item is between you and the seller, not Chatwith. When you buy a Virtual Item from another user, Chatwith is not a party to the transaction, is not a seller, auctioneer, or carrier. Upon purchasing a Virtual Item, you are obligated to remit payment for the item to the seller, and you authorize the transfer the purchase price (plus applicable fees) from your Chatwith account to the seller. You may pay for Virtual Items sold by another user, using payment methods approved by Chatwith, and you agree that Chatwith will receive the payment from the buyer on behalf of seller, as seller’s agent. Chatwith has the right to delay or block any transaction you make with another user for fraud screening, to protect the security of accounts or systems, or if we believe the transaction may violate these Terms of Use. YOU ACKNOWLEDGE THAT Chatwith HAS NO LIABILITY AND RESPONSIBILITY TO YOU WITH RESPECT TO YOUR PURCHASE OF A VIRTUAL ITEM MADE ON THE Chatwith SITE AND THAT Chatwith IS NOT REQUIRED TO PROVIDE A REFUND TO YOU FOR ANY REASON.
(A) The virtual cash earned from Chatwith's referral and seller programs are automatically deposited to your account balance, which can then be spent on Products, other Virtual Items, or cashed out as described below. Deposits from Virtual Item earnings are marked as "available to payout" to differentiate them from normal user-initiated deposits which cannot be withdrawn. You may request a payout at any time provided your "available to payout" balance is at least $25.
(B) Payouts are generally paid out via PayPal within 5 business days of your payout request. You will be required to provide a valid PayPal email in order to receive payouts. Please note payouts may be subject to Form 1099-K reporting, the form of which will be supplied to you by PayPal.
You agree to release, indemnify and hold Chatwith and its affiliates and their officers, employees, directors and agents (collectively, "Indemnitees") harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Website, any User Content, your connection to the Website, your violation of these Terms of Use or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Chatwith EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Chatwith MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Chatwith WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE WEBSITE. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID Chatwith IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration:
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
(A) Agreement to Arbitrate: This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Use as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to this Terms of Use (including any alleged breach thereof), the Website, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Use, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
(B) Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
(C) Pre-Arbitration Dispute Resolution: Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at https://Chatwith.co/contact. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Company should be sent to Chatwith Inc., 231 Public Square Suite 300 PMB 12, Franklin, TN 37064 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.
(D) Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://adr.org as may be updated from time to time. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Use as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Use and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(E) Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Company will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
(F) Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
(G) Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (B) titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (B) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Use will continue to apply.
(H) Future Changes to Arbitration Agreement: Notwithstanding any provision in this Terms of Use to the contrary, Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).
(A) Publication of a Site not an automatic right; it is a benefit for users who follow our reasonable rules. We hope that you will be with us for a long time, but we do reserve the right in our sole discretion (acting reasonably of course) and at any time to terminate or suspend your Site and/or block your access to the Website for any reason including, without limitation if you have failed to comply with these Terms of Use. You agree that Chatwith shall not be liable to you or any third party for any termination or suspension of your Account, for blocking your access to the Website, or revoking any benefits, privileges, earned Virtual Items and/or purchases associated with your Account.
(B) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive including, but not limited to indemnities, releases, disclaimers, limitations on liability, choice of law, no class action, no trial by jury and all of the miscellaneous provisions in Section 18.
These Terms of Use shall be construed in accordance with the laws of the SPAIN without regard to its conflict of laws rules. Any legal proceedings against Chatwith that may arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall be brought exclusively in the state and federal courts of Madrid / Spain and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
(A) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Website generally, unique parts of the Website, or both ("Additional Terms"). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
(B) Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review the Terms of Use and the Website from time to time for any changes or Additional Terms. Your access and use of the Website or any Site following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same.
(A) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
(B) If any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected.
(C) These Terms of Use (including any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.
(D) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.