Please read these terms of service (“Terms of Service”) and
the Chatroom Services Description (collectively, this “Agreement”) carefully.
This Agreement is between you and Chatroom Video Communications, Inc. and its
affiliates (“Chatroom,” “we,” “us,” or “our”) and governs your access to and
use of our Services and Software, unless you and Chatroom have entered into a
written Master Subscription Agreement (MSA), in which case such MSA will govern
your access to and use of the Services and Software and not these Terms of
Service. You may enter into this Agreement on behalf of yourself or on behalf of
a legal entity. If you enter into this Agreement on behalf of a legal entity,
you represent that you are a duly authorized representative with the authority
to bind that legal entity to this Agreement. All references to “you” and “your”
in this Agreement mean the person accepting this Agreement as an individual or
the legal entity for which the representative is acting. Capitalized terms in
this Agreement will have definitions as set forth in the applicable section
where they are defined, in the Chatroom Services Description, or in Section 34
below.
We may provide the Services and Software through Chatroom
Video Communications, Inc., our affiliate(s), or both. You may only use the
Services and Software in accordance with the terms and subject to the
conditions of this Agreement.
READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER
THINGS: (i) in Section 27, that you and Chatroom will arbitrate certain claims
instead of going to court and that you will not bring class-action claims
against Chatroom; (ii) in Sections 12 and 14, that certain terms and conditions
apply with respect to recurring subscription Charges and automatic renewals;
(iii) in Section 15, that Chatroom may make modifications, deletions, and
additions to these Terms of Service and our Service Description; and (iv) in
Section 26, that you release Chatroom from, and waive your right to recover
from Chatroom, certain damages. You acknowledge that you will only create an
account or otherwise use the Services and Software if you agree to be legally
bound by all terms and conditions herein. Your acceptance of this Agreement
creates a legally binding contract between you and Chatroom.
1. ACCOUNT INFORMATION; SHARING
1.1 Registration; Username and Passwords. You may be
required to provide information about yourself to register for and to access or
use the Services and Software. You represent and warrant that any such
information, including Customer Data, is and will remain accurate and complete,
and that Chatroom has no liability whatsoever for errors and omissions in your
Customer Data. You may also be asked to choose a username and password to
access or use the Services and Software. We may reject, or require that you
change, any such username or password, in our sole discretion. You are entirely
responsible for maintaining the security of your username and password, and you
agree not to disclose or make your username or password accessible to any third
party.
1.2 Prohibition on Sharing. You may not share an account,
Host rights, or any other user rights with any other individual, unless
otherwise expressly pre-approved by Chatroom in writing. You may not share any
login credentials or passwords regarding the foregoing with any other
individual. You acknowledge that sharing of any such rights is strictly
prohibited. Your right to use or access the Services and Software is personal
to you and not assignable or transferable. You may not assign or transfer any
account, Host rights, or any other user rights with any other individual,
except upon (i) an individual termination of employment or relationship with
their employer, as applicable, or (ii) Chatroom’s prior express written
approval.
2. ORDERING SERVICES
2.1 Order Form. You may order the Services through an online
registration or order form approved and authorized by Chatroom (each an “Order
Form”). Any order for the Services made pursuant to an Order Form is subject to
the terms of this Agreement. An Order Form may contain additional or different
terms, conditions, and information regarding the Services you are ordering as authorized
and agreed to by Chatroom. In the event of any conflict or inconsistency
between this Agreement and any Order Form authorized and agreed to by Chatroom,
the applicable Order Form controls and governs over this Agreement, to the
extent necessary to resolve the particular conflict or inconsistency only. Chatroom
will provide the Services set forth in your Order Form and standard updates to
the Services that we make generally available at no additional cost to
similarly situated customers in the same geographic region during the
applicable Initial Subscription Term or then-current Renewal Term. Chatroom
may, in its sole discretion, (i) discontinue the Services, or (ii) modify the
features or functionality of the Services or Software.
2.2 Minimum Commitment. You will maintain your minimum
quantity of the Services set forth on your Order Form for the duration of the
applicable Initial Subscription Term or then-current Renewal Term. Any timely
and contractually available modification to the Services set forth on your
Order Form will be effective only upon the commencement of your next Renewal
Term, unless you request an increase in the Services, which will take effect as
indicated in the applicable Order Form.
2.3 Outstanding Balance; Late Payment. Without limiting our
rights in this Agreement, including Sections 12.7 and 14.3, you acknowledge
that Chatroom is not required to provide any new Services set forth in an Order
Form until all outstanding balances due and owing for existing Services are
paid in full.
3. ACCESS AND USE; SOFTWARE LICENSE
3.1 Access and Use; Software License. Subject to the terms
and conditions of this Agreement, you may access and use, during the Initial
Subscription Term or then-current Renewal Term, the Services as set forth on
each applicable Order Form. If access to or use of any portion of the Services
requires or allows for you to download, use, or install Chatroom software
(“Software”), Chatroom grants you a limited, revocable, non-exclusive,
non-transferable, non-assignable, non-sublicensable, and royalty-free license
to use the Software in object code format on a compatible device for your
internal use only, solely to access and use the Services during the applicable
Initial Subscription Term or then-current Renewal Term. You acknowledge and
agree that your access to and use of the Services and Software under this
Section 3.1 (and as otherwise provided in this Agreement) is revocable in Chatroom’s
sole discretion.
3.2 Documentation License. Subject to the terms and
conditions in this Agreement, Chatroom grants you a limited, revocable,
non-exclusive, non-transferable, non-assignable, non-sublicensable, and
royalty-free license for you to use Chatroom-provided product and services
documentation (“Documentation”) solely for your internal business purposes in
connection with use of the Services or Software during the applicable Initial
Subscription Term or then-current Renewal Term.
3.3 Ownership. You acknowledge that, notwithstanding
anything to the contrary herein, the Services are provided to you on a
subscription basis, and the Software and Documentation is provided to you under
a limited license, and neither has been sold to you. You also acknowledge that
you have neither obtained nor will obtain any ownership or other right, title,
or interest in or to the Services, Software, or Documentation or any
Proprietary Rights relating thereto. Any copies of Software will remain the exclusive
property of Chatroom. The Software may include code that is licensed to you
under third party license agreements, including open source software made
available or provided with the Software. Without limiting the generality of the
foregoing, Chatroom owns all right, title, and interest in and to all upgrades,
enhancements, new releases, changes, and modifications to the Services or
Software, together with all ideas, architecture, algorithms, models, processes,
techniques, user interfaces, database design and architecture, and “know-how”
embodying the Services and Software. Under no circumstances will you be deemed
to receive, have, or be granted title to all or any portion of the Services,
Software, or Documentation, title to which at all times vests exclusively in Chatroom.
None of the Services, Software, or Documentation, or any component thereof, is
or shall be deemed to be a “work made for hire,” as that term is defined in 17
U.S.C. § 101.
4. RESPONSIBILITY FOR USE AND END USERS
4.1 Use of the Services; End User Responsibility. You will,
and you will cause your End Users to, abide by and ensure compliance with, all
the terms and conditions of this Agreement. Use of the Services is void where
prohibited. You are responsible for your and your End Users’ access to and use
of the Services and Software. You are responsible for the activities of all
your End Users, including ensuring that all End Users will comply with the
terms and conditions of this Agreement and any applicable Chatroom policies.
You acknowledge that you remain liable for the acts and omissions of any third
party that you allow, enable, or otherwise provide access to the Services or
Software, whether or not such access was expressly permitted by Chatroom.
4.2 Violations by End Users or Third Parties. Chatroom
assumes no responsibility or liability for violations of this Agreement by End
Users or any other third party that you allow, direct, or enable to access the
Services or Software. If you become aware of any violation of this Agreement in
connection with use of the Services or Software by any person, you must contact
Chatroom at trust@Chatroom.us.
4.3 Liability for Content and Data. Under no circumstances
will Chatroom be liable in any way for any data or other content viewed while
using the Services, including any errors or omissions in any such data or other
content, or any loss or damage of any kind incurred as a result of the use of,
access to, or denial of access to any data or other content.
4.4 Investigation of Use. Chatroom may investigate any
complaints and violations that come to our attention and may take any action,
in its sole discretion, including issuing warnings, suspending or disconnecting
the Services or Software, removing the applicable data or other content, terminating
accounts or End User profiles, or taking other reasonable actions in its sole
discretion.
5. SYSTEM REQUIREMENTS; CHANGES
Your use of the Services and Software requires one or more
compatible devices, Internet access, and certain third-party software, and you
may be required to obtain updates or upgrades from time to time for Software or
third-party software, which may result in additional costs to you. Because use
of the Services and Software involves hardware, software, and Internet access,
your ability to access and use the Services and Software may be affected by the
performance of the foregoing. High-speed Internet access is recommended. You
are solely responsible for any fees that may apply to your access to or use of
the Services and Software, including fees for hardware, software, Internet
access, or text messages. You agree that the foregoing requirements are your responsibility,
and Chatroom may, in its sole discretion, discontinue availability or
compatibility of the Services or Software, on a particular operating system,
device, or platform.
6. USE OF BETA SERVICES
If you use any beta services, products, or software offered
or made available by Chatroom, then you acknowledge that your use of the
services, products, or software are governed by separate Beta Program Terms of
Use and not by this Agreement.
7. RECORDINGS
You are responsible for compliance with all Laws governing
the monitoring or recording of conversations as the Host or Phone Host. A Host
or Phone Host can choose to record, for example, meetings, webinars, or a phone
call. By using the Services, you authorize Chatroom to store recordings. You
will receive a notification (visual or otherwise) when recording is enabled. If
you do not consent to being recorded, you can choose to leave the recorded
session.
8. PROHIBITED USES
You agree that you will not, and will not permit any End
Users to, directly or indirectly: (i) use the Services or Software in violation
of our Acceptable Use Guidelines (which are hereby incorporated into this
Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative
works of, create improvements, derive innovations from, reverse engineer, or
attempt to gain access to any underlying technology of the Services or
Software, including any source code, process, data set or database, management
tool, development tool, server or hosting site; (iii) knowingly or negligently
use the Services or Software in a way that abuses, interferes with, or disrupts
Chatroom’s networks, your account, Host rights, or any other user rights, or
the Services; (iv) engage in activity that is illegal under applicable Law,
fraudulent, false, or misleading; (v) transmit through the Services or Software
any material that may infringe, misappropriate, or violate the Proprietary
Rights of third parties; (vi) build or benchmark a competitive product or
service, or copy any features, functions, or graphics of the Services or
Software; (vii) use the Services or Software for the development, production,
or marketing of a service or product substantially similar to the Services or
Software; (viii) use the Services or Software to communicate any message or
material that is harassing, libelous, threatening, obscene, indecent, would
infringe or violate the Proprietary Rights of any party, or is otherwise
unlawful, or would give rise to civil or criminal liability, under any
applicable Law; (ix) upload or transmit any software, Customer Content, or code
that does or is intended to harm, disable, destroy, or adversely affect
performance of the Services or Software in any way or which does or is intended
to harm or extract information or data from other hardware, software, networks,
or other users of the Services or Software; (x) engage in any activity or use
the Services, Software, or your account in any manner that could damage,
disable, overburden, impair or otherwise interfere with or disrupt the
Services, Software, or any servers or networks connected to the Services or Chatroom
security systems; (xi) use the Services or Software in violation of any Chatroom
policy or in a manner that violates applicable Law, including anti-spam, import
and export control, intellectual property, privacy, anti-terrorism,
anti-bribery, foreign corrupt practices, and any other Laws requiring the
consent of subjects of audio and video recordings; (xii) remove, delete, alter,
or obscure any Proprietary Rights notices provided on or with the Services or
Software, including any copy thereof; (xiii) make, use, or offer the Services
or Software for lease, rent, or sale, or reproduce, resell, distribute,
publish, display, assign, transfer, sublicense, lend, use on a timeshare or
service bureau basis, or use the Services or Software for any commercial or
other purpose that is not expressly permitted by this Agreement; or (xiv) make
available the Services or Software, or any features or functionality thereof,
to any third party for any reason or by any manner, unless expressly permitted
by this Agreement or otherwise expressly agreed to in writing by you and Chatroom.
9. COMPLIANCE WITH LAWS
You are solely responsible for your and your End Users’
compliance with all Laws that apply to your and your End Users’ access to and
use of the Services and Software, including Laws requiring you to provide
proper End User notifications and to obtain proper End User consents, which may
be necessary to allow Chatroom and Chatroom’s authorized third parties to
access, use, and share Customer Content. You shall comply with, and ensure that
all End Users comply with, all applicable Laws in connection with your
obligations under this Agreement, including access to and use of the Services
and Software.
10. DATA USAGE, LICENSES AND RESPONSIBILITIES
10.1 Customer Content. Data, content, communications,
messages, files, documents, or other materials that you or your End Users
generate or provide in connection with the Services or Software, together with
any resulting transcripts, recordings, outputs, visual displays, or other
content, is referred to as Customer Content.
10.2 Permitted Uses and Customer License Grant. Chatroom
will only access, process or use Customer Content for the following reasons
(the “Permitted Uses”): (i) consistent with this Agreement and as required to
perform our obligations and provide the Services; (ii) in accordance with our
Privacy Statement; (iii) as authorized or instructed by you; (iv) as required
by Law; or (v) for legal, safety or security purposes, including enforcing our
Acceptable Use Guidelines. You grant Chatroom a perpetual, worldwide,
non-exclusive, royalty-free, sublicensable, and transferable license and all
other rights required or necessary for the Permitted Uses.
Chatroom does not use any of your audio, video, chat, screen
sharing, attachments or other communications-like Customer Content (such as
poll results, whiteboard and reactions) to train Chatroom or third-party
artificial intelligence models.
10.3 Our Obligations Over Your Customer Content. Chatroom
will maintain reasonable physical and technical safeguards to prevent the
unauthorized disclosure of or access to Customer Content. Chatroom will notify
you if it becomes aware of an unauthorized disclosure or unauthorized access to
Customer Content. Chatroom may use consultants, contractors, service providers,
subprocessors, and other Chatroom-authorized third parties in connection with
the delivery of the Services or Software. Chatroom will ensure that any sharing
of Customer Content with an authorized third party will be in compliance with
applicable Law.
10.4 Customer Responsibilities. You are solely responsible
for compliance with all Laws and regulations pertaining to the Customer
Content, including Laws requiring you to obtain the consent of a third party to
use, license or generate Customer Content and to provide appropriate notices of
third party rights. Chatroom may delete any Customer Content, at any time
without notice to you if Chatroom becomes aware that it violates any provision
of this Agreement or any applicable Laws. You retain all ownership rights in
your Customer Content subject to any license or other rights granted herein.
10.5 Service Generated Data. Telemetry data, product usage
data, diagnostic data, and similar data that Chatroom collects or generates in
connection with your or your End Users’ use of the Services or Software are
referred to as Service Generated Data. Chatroom owns all rights, title, and
interest in and to Service Generated Data.
11. ELIGIBILITY; RESTRICTION ON USE BY CHILDREN
11.1 Eligibility. You affirm that you are of legal age to
enter into this Agreement and to use the Services and Software. You affirm that
you are otherwise fully able and competent to enter into and abide by the
terms, conditions, obligations, affirmations, representations, and warranties
set forth in this Agreement. Your access may be terminated without warning if
it comes to our attention that you are under the legal age to enter into this
Agreement or are otherwise ineligible to enter into this Agreement or to use
the Services and Software.
11.2 Restrictions on Use by Children. Chatroom is not
intended for use by individuals under the age of sixteen (16) years old, unless
it is through a School Subscriber (as defined in the Chatroom Services
Description) using Chatroom for Education (K-12).
12. PAYMENTS AND CHARGES
12.1 Charges. You agree that Chatroom may charge your credit
card, debit card, or other payment mechanism selected by you and approved by Chatroom
(“Payment Method”) for all amounts due and owing in connection with your use of
the Services, as set forth in the applicable Order Form or otherwise used or
ordered by or for you through the Services, including set up fees, one-time
fees, non-recurring fees, overages, per-use charges, subscription fees,
recurring fees, and any other fees and charges associated with the Services or
your account (“Charges”). As provided in Section 13, unless otherwise expressly
specified an Order Form, all Charges are exclusive of Taxes and Fees. You agree
to promptly update your Payment Method to allow for timely payment. Changes
made to your Payment Method will not affect Charges that Chatroom submits to
your chosen Payment Method before Chatroom could reasonably act on your
changes. Additionally, you agree to permit Chatroom to use any updated Payment
Method information provided by your issuing bank or the applicable payment
network and to charge your current primary Payment Method by using the details
of such Payment Method saved in our system, even if such Payment Method is
declined. Chatroom further reserves the right to use your backup Payment Method
to the extent one is provided. By adding a backup Payment Method, you authorize
Chatroom to process any applicable Charges on your backup Payment Method if
your primary Payment Method is declined.
12.2 Non-Cancelable and Non-Refundable Charges. You agree
that all payments are non-cancelable for the Initial Subscription Term or the
then-current Renewal Term, as applicable, and are final and non-refundable,
unless otherwise agreed to by Chatroom, required by Law, or set forth in your
Order Form.
12.3 Changes to Pricing. Chatroom may change prices for the
Services at any time, in its sole discretion. For changes to your Charges, Chatroom
will provide you with not less than (i) thirty (30) calendar days prior notice,
or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a
“Rate Change Notice”). Unless prohibited by the terms of your Order Form, any
changes to your Charges will be effective upon the commencement of your next
Renewal Term or other date calculated in accordance with applicable Law. If you
seek to terminate or modify the Services affected by a Rate Change Notice, then
you must terminate or modify your affected Services within the applicable Rate
Change Notice time period. If you do not terminate or modify the affected
Services within the applicable Rate Change Notice time period, then you shall
be deemed to have automatically accepted the change to your Charges, unless
your affirmative, express consent to such change is required under applicable
Law. If required by applicable Law, we will remind you of your termination and
modification right, any applicable time-period, and the consequences of not
terminating.
12.4 Promotional Rates and Discounts. Prices specified in an
Order Form may include a promotional rate, discount, sale, or special offer,
which may be temporary and may expire (i) per the terms of the offer, or (ii)
upon the commencement of a Renewal Term. The expiration of the discount or
promotional pricing may expire without additional notice to you, unless
specified in an Order Form or as required by applicable Law. Chatroom reserves
the right to discontinue or modify any promotion, discount, sale, or special
offer in its sole discretion.
12.5 Collection of Charges. You agree that if Chatroom is
unable to collect the Charges for the Services through your Payment Method, Chatroom
may, to the extent not prohibited by applicable Law, take any other steps it
deems necessary to collect such Charges from you and that you will be
responsible for all costs and expenses incurred by Chatroom in connection with
such collection activity, including collection fees, court costs, and
attorneys’ fees. You further agree that, to the extent not prohibited by
applicable Law, Chatroom may collect interest at the lesser of 1.5% per month
or the highest amount permitted by Law on any Charges not paid when due.
12.6 Support Services and Updates. Chatroom will provide, at
no additional costs, (i) standard support as set forth in our then-current
Documentation (see Chatroom Help Center), and (ii) standard updates to the
Services and Software that are made generally available by Chatroom to
similarly situated customers in the same geographic region during the Initial
Subscription Term or any applicable Renewal Term. In accordance with applicable
Law and the terms of this Agreement, Chatroom reserves the right to (a) modify
its standard support and charge you for standard support and (b) charge you for
any updates to the Services or for any premium features or functionality.
12.7 Termination or Suspension for Nonpayment. Without
limiting our rights in any other section of this Agreement, including 14.3, if
any failure to pay Charges continues for five (5) calendar days following the
due date, Chatroom may terminate, suspend, or disconnect your Services
immediately and without prior notice.
12.8 Billing Communications. You agree that Chatroom may
contact you via email or otherwise at any time with information relevant to
your use of the Services, including billing communications, regardless of
whether you have opted out of receiving marketing communications or notices.
12.9 Withdrawal; Cooling-Off Period. If under applicable Law
you have a time period to terminate your Services based on a right of
withdrawal, or a cooling-off period, you may request to terminate the affected
Services in accordance with applicable Law and, if applicable, receive a pro
rata refund of any prepaid and unused Charges. If the Services begin before any
withdrawal or cooling-off period, or you fail to terminate your Services during
the right of withdrawal or cooling-off period, then you acknowledge that you
lose any termination rights under this Section 12.9. Nothing in this Section
12.9 is intended to limit or exclude any of your rights that cannot be limited
or excluded under applicable Law.
13. TAXES
13.1 Taxes and Fees. Unless otherwise expressly specified by
Chatroom as required by applicable Law, all prices shown by Chatroom and
Charges for the Services on your account are exclusive of Taxes and Fees. Where
applicable, Taxes and Fees will be charged on the invoices issued by Chatroom
in accordance with applicable Laws. Chatroom, in its sole discretion, will (i)
calculate the amount of Taxes and Fees due, and (ii) change such amounts
without notice to you.
13.2 VAT Invoices. If required by Law, Chatroom will issue a
VAT invoice, or a document that the relevant taxing authority will treat as a
VAT invoice, to you. You agree that this invoice may be issued electronically.
13.3 Tax exemptions. If you are exempt from any Taxes and
Fees, you will provide Chatroom with all appropriate tax exemption
certificates, and/or other documentation satisfactory to the applicable taxing
authorities, to substantiate such exemption status. Chatroom reserves the right
to review and validate tax exemption documentation. If the tax exemption
documentation is not provided or not valid, Chatroom reserves the right to
charge applicable Taxes and Fees to you.
13.4 Payment of Taxes and Withholding. You will pay Chatroom,
and you are solely responsible for, any applicable Taxes and Fees. All payments
made by you to us under this Agreement will be made free and clear of any
deduction or withholding Taxes and Fees, as may be required by applicable Law.
If any such deduction or withholding Taxes and Fees (including domestic or
cross-border withholding taxes) are required on any payment, you will pay such
additional amounts as necessary, such that the net amount received by us is
equal to the amount then due and payable under this Agreement. We will provide
you with such tax forms as reasonably requested in order to reduce or eliminate
the amount of any withholding or deduction for taxes in respect of payments
made under this Agreement. You also agree to provide Chatroom with withholding
tax certificates, upon Chatroom’s request, to the extent a withholding
certificate is required to be sent to Chatroom under applicable Law, and you
agree that Chatroom may provide your withholding tax certificate to the
appropriate taxing authority without further notice to you.
13.5 Value-Added Tax – Customer Obligations. If Taxes and
Fees are due towards the taxing authorities by you instead of Chatroom, through
the reverse charge or other similar mechanism, you will provide Chatroom with
all appropriate evidence for Chatroom to demonstrate your business nature, such
as a valid VAT registration number (or similar information required under the
relevant VAT Laws). Chatroom reserves the right to review and validate your VAT
registration number. If the VAT registration number is not valid, Chatroom
reserves the right to nevertheless charge the applicable VAT to you. For the
avoidance of doubt, if VAT is due by you to a taxing authority, through the
reverse charge or other similar mechanism, you are solely responsible for
paying those amounts to the relevant taxing authority, such that Chatroom
receives the full amount of payment required.
13.6 Tax Determination. Tax determination is principally
based on the location where you have established your business based on your
Customer Data, or if you are an individual, where you permanently reside. This
location will be defined by Chatroom as your ‘Sold To’ address. Chatroom
reserves the right to cross reference this location against other available
evidence to validate whether your location is accurate. If your location is
inaccurate, Chatroom reserves the right to charge you any outstanding Taxes and
Fees.
13.7 Use and Enjoyment. If you subscribe to any Services,
and those Services are used and enjoyed by a subsidiary of you in a country
that is different from your location as determined pursuant to Section 13.6,
you confirm that, where required, you will treat this as a supply to your
subsidiary. If you subscribe to the Services and those Services are used and
enjoyed by a branch or individual in a country that is different to your
location as determined pursuant to Section 13.6, you acknowledge that you will
inform Chatroom of the Services that have been allocated, and you acknowledge
that Chatroom reserves the right to charge Taxes and Fees based on the use and
enjoyment of those Services.
13.8 Disclosures to Taxing Authorities. In accordance with
applicable tax Law, and notwithstanding any of Chatroom’s notice obligations
that may arise under this Agreement, including but not limited to, Section 17.4
or pursuant to our Government Request Guide, we may disclose Customer
information, including Customer Confidential Information, to a tax authority
without notice to you before or after the disclosure.
14. TERM; TERMINATION AND SUSPENSION
14.1 Term; Automatic Renewal. Each Order Form will specify
your Initial Subscription Term and any applicable Renewal Term for the
Services. Unless your Order Form expressly states otherwise or applicable Law
prohibits automatic renewal, each Renewal Term for the Services will begin
automatically at the end of the then-current Initial Subscription Term or
Renewal Term, as the case may be, unless either party provides written notice
of termination or modification of the Services provided under such Order Form
(i) at least thirty (30) calendar days prior to the commencement of the next
Renewal Term, or (ii) within the notice period required by applicable Law
(collectively, (i) and (ii), the “Renewal Notice Period”). In order to
terminate or modify the affected Services, you must provide notice to Chatroom,
via the billing portal (if available for your account) or in an email to
renewals@Chatroom.us, in accordance with the Renewal Notice Period. Any
statutory rights you may have under the applicable Laws to terminate your
Services at an earlier time during the Initial Subscription Term or any given
Renewal Term remains unaffected by this clause, and, if required by applicable
Law, we will send you a reminder notice prior to the commencement date of the
Renewal Term (and in accordance with the notice periods specified in this
Agreement or other such deadline set by applicable Law that may apply to you)
reminding you of your right to terminate the affected Services and how to do
so.
14.2 Customer Termination. You may find information on how
to terminate your account and Services located here. If you have subscribed to
one or more Services for a specific term, such termination will be effective as
to each such Service on the last day of the then-current term for each
applicable Service, provided that you provide proper and timely notice pursuant
to Section 14.1. You may terminate this Agreement by providing written notice
of termination if Chatroom has materially breached this Agreement and has not
cured such material breach within thirty (30) business days of Chatroom’s
receipt of your written notice of such breach. Your notice shall state the
specific provision in this Agreement that you contend Chatroom has breached and
set forth in reasonable detail the facts and circumstances you allege provide
the basis for such breach.
14.3 Chatroom Termination Rights and Suspension.
Notwithstanding anything to the contrary herein, if you fail to comply with any
provision of this Agreement or any referenced policies, guides, notices, or
statements, Chatroom may (i) immediately suspend your access to the Services,
or (ii) terminate this Agreement, effective immediately. If Chatroom chooses to
suspend your Services and the failure to comply continues, Chatroom may
exercise any or all of its termination rights in this Section 14.3.
Additionally, Chatroom may terminate this Agreement, for any reason or no
reason, upon thirty (30) business days’ advance notice.
14.4 Effect of Termination or Suspension. Upon any
termination of this Agreement, you must cease any further use of the Services
and Software, except for any access rights granted in Section 14.5. No
expiration or termination of this Agreement will affect your obligation to pay
all Charges that may have become due before such expiration or termination,
including that Chatroom may retain any Charges previously paid by you if this
Agreement is terminated, unless prohibited by applicable Law. If your Services
are suspended for your failure to comply with this Agreement, you will be
liable for all Charges due and owing during the period of suspension.
14.5 Deletion and Access to Customer Content After
Termination. For thirty (30) calendar days following expiration or termination
of this Agreement, Chatroom will provide you access to retrieve your Customer
Content, after which time your Customer Content will be deleted according to
applicable Law, this Agreement, and our regularly scheduled deletion protocols,
policies, and procedures. All access during the period set forth in this
Section 14.5 is provided to you subject to and governed by this Agreement.
15. MODIFICATIONS TO THIS AGREEMENT
15.1 General Changes. Chatroom may make modifications,
deletions, and additions to this Agreement (“Changes”) from time to time in
accordance with this Section 15.1. Changes to these Terms of Service will be
posted here or in our Service Description located here, which you should regularly
check for the most recent version and also save the most up to date version in
your files. When Changes are made, Chatroom will indicate the effective date of
the Changes at the top of the Terms of Service located here or in our Service
Description located here. Changes to this Agreement do not create a renewed
opportunity to opt out of arbitration (if applicable). If you continue to use
the Services after the effective date of the Changes, then you agree to the
revised terms and conditions. In some instances, Chatroom may notify you of a
Change and also may request express confirmation of your consent to a Change.
If a Change requires a specific notice pursuant to applicable Law, Chatroom
will provide you with such notice in the manner prescribed by applicable Law,
together with any required notification of your rights.
15.2 Other Changes. You agree that Chatroom may modify,
delete, and make additions to its guides, statements, policies, and notices,
with or without notice to you, and for similar guides, statements, policies,
and notices applicable to your use of the Services by posting an updated
version on the applicable webpage. In most instances, you may subscribe to
these webpages using an authorized email in order to receive certain updates to
policies and notices.
15.3 Change Notifications. It is your responsibility to keep
your email address up to date for any notices that Chatroom may send to you
from time to time and to regularly review this Agreement by reviewing these
Terms of Service and the Services Description.
16. CHATROOM PROPRIETARY RIGHTS; FEEDBACK
16.1 Feedback. If you or any of your employees, contractors,
agents, or End Users send, transmit, or otherwise provide any feedback,
comments, suggestions, questions, or the like, regarding the Services or
Software, including any ideas, know-how, concepts, enhancements,
recommendations, or other information relating to the Services or Software,
including suggesting or recommending changes to the Services or Software such
as new features or functionality relating thereto (collectively, “Feedback”),
you acknowledge that (i) Chatroom owns, and Chatroom shall retain ownership of,
all right, title, and interest in and to such Feedback, including any
Proprietary Rights therein, and (ii) Chatroom may, but is not required to use,
the Feedback, including any Proprietary Rights therein, for any purpose
whatsoever without any attribution, financial compensation, or reimbursement of
any kind to you or any third party. You hereby unconditionally and irrevocably
assign and agree to assign to Chatroom on your behalf, and you shall cause your
employees, contractors, agents, and End Users to unconditionally and
irrevocably assign and agree to assign, all right, title, and interest in and
to the Feedback, including all Proprietary Rights relating thereto. All
Feedback is and will be treated as Chatroom Confidential Information until Chatroom,
in its sole discretion, chooses to make any specific Feedback non-confidential.
16.2 Ownership of Chatroom Property. Chatroom, its
affiliates, its licensors, and suppliers (as applicable) own and shall retain
ownership of (i) all Service Generated Data (as provided in Section 10.5), (ii)
all Feedback (as provided in Section 16.1), (iii) the Services and Software,
and any underlying or other technology and intellectual property embodied or
contained in, used to provide or support, or otherwise associated or provided
in connection with, the Services or Software, including all Proprietary Rights
related thereto, and (iv) all trade names, trademarks, service marks, trade
dress, logos, icons, insignia, symbols, interface and other designs, domain
names and corporate names, and the like (whether registered or unregistered) (“Chatroom
Marks”) associated or displayed with the Services or Software, together with
the goodwill associated with any of the foregoing Chatroom Marks (all of the
foregoing, collectively “Chatroom Property”). You may not frame or utilize
framing techniques to enclose any Chatroom Marks, or other proprietary
materials or information (including images, text, page layout, or form) of Chatroom
without our express prior written consent. You may not use any meta tags or any
other “hidden text” utilizing Chatroom Marks without our express prior written
consent. No rights to use the Chatroom Marks are provided to you herein.
16.3 Reservation of Rights. Chatroom reserves all rights not
expressly granted to you in this Agreement. Except for the limited rights and
licenses expressly granted under this Agreement, nothing in this Agreement
grants, by implication, waiver, estoppel, or otherwise, to you or any third party,
any Proprietary Rights or other right, title, or interest in or to any Chatroom
Property or other intellectual property provided in connection with this
Agreement or the Services or Software.
17. CONFIDENTIALITY
17.1 Definition. “Confidential Information” means: (i) with
respect to Chatroom, any information disclosed by, for, or on behalf of Chatroom,
directly or indirectly, to you or any End User in connection with this
Agreement, the Services or Software, or learned or accessed by you or any End
User in connection with the Services or Software, including business
information, development plans, product roadmap details, systems, strategic
plans, source code, services, products, pricing, methods, processes, financial
data, programs, trade secrets, know-how, and marketing plans, however it is
conveyed in any form or medium, together with all information derived from the
foregoing, and any other information that is designated as being confidential
(whether or not it is marked as “confidential”) or which is known by you or the
End User or reasonably should be understood by you or the End User to be confidential
(“Chatroom Confidential Information”); and (ii) with respect to you, any
information disclosed by you to Chatroom that (a) must be kept confidential
pursuant to applicable Law or (b) is sensitive security and technical
information that is clearly and conspicuously marked as “confidential” by you
(“Customer Confidential Information”). Customer Content is not Customer
Confidential Information; however, Customer Content will be protected in
accordance with Section 10.3.
17.2 Exclusions. Confidential Information does not include
information that: (i) is already rightfully known to the receiving party at the
time it is received, free from any obligation to keep such information
confidential; (ii) becomes publicly known or available through no act or
omission of the receiving party or any third party; (iii) is rightfully
received from a third party without restriction and without breach of this
Agreement; or (iv) is independently developed by the receiving party without the
use of the disclosing party’s Confidential Information.
17.3 Obligation of Confidentiality. You and Chatroom shall
take reasonable steps to maintain the confidentiality of each other’s
Confidential Information using measures that are at least as protective as
those taken to protect its own information of a similar sensitivity, but in no
event using less than a reasonable standard of care. Neither you nor Chatroom
will disclose the other party’s Confidential Information to any person or
entity except to its employees, advisors, and attorneys who have a strict need
to know the information in connection with this Agreement and who are bound by
confidentiality obligations at least as protective as the provisions herein. In
addition to the foregoing permitted disclosures, Chatroom also may disclose
Customer Confidential Information to its consultants, contractors, service
providers, subprocessors, and other third parties who are bound by
confidentiality obligations at least as protective as the confidentiality
provisions herein.
17.4 Permitted and Compelled Disclosures. Notwithstanding
the restrictions in this Section 17 and without limiting any other rights of Chatroom,
including our disclosure rights without notice in Section 13.8, we may disclose
Customer Confidential Information received in connection with this Agreement,
the Services, or Software to the extent authorized in our Government Request
Guide or as required by applicable Law; provided, however, that Chatroom will
first notify you, unless providing such notice or timely notice is: (i)
prohibited by applicable Law; or (ii) determined by Chatroom in its sole
discretion to be (a) a risk or potential risk of harm to a person or to the
health of a person, (b) a risk or potential risk of damage to property, (c) an
emergency, or (d) a threat to the Services, Software, or Chatroom’s rights or
property.
18. THIRD PARTY PROPRIETARY RIGHTS
You agree to not, and to not permit any End User to, post,
modify, distribute, or reproduce in any way in connection with your or your End
Users’ use of the Services or Software any copyrighted material, trademarks, or
other proprietary material that may infringe, misappropriate, or otherwise
violate another’s Proprietary Rights without obtaining the prior written
consent of the owner of the Proprietary Rights. You represent and warrant that
you are either the author of all Customer Content to be provided under this
Agreement or have obtained and hold all rights necessary to provide such
Customer Content and receive all Customer Content in the form provided by Chatroom,
in connection with your or your End Users’ use of the Services or Software. Chatroom
may deny access to the Services to any End User who is alleged to infringe
another person’s Proprietary Rights and may remove any stored Customer Content
upon Chatroom’s receipt of notice by the Proprietary Rights owner (e.g., a
takedown request). Without limiting the foregoing, if you believe that any of
your Proprietary Rights have been infringed in connection with the Services,
notify Chatroom as specified here.
19. APPLE iOS TERMS OF USE
By accessing or downloading a Chatroom application from the
Apple App Store, you are agreeing to Apple’s Licensed Application End User
License Agreement (“Apple Terms”). This Agreement governs if there is a
conflict with the Apple Terms.
20. MEDICAL DEVICE
You agree that Chatroom Services and any Software provided
under this Agreement, even if also subject to a separate business associate
agreement, does not include, constitute, or otherwise consist of any medical
device, product, or service cleared or approved by the U.S. Food and Drug
Administration and are not intended for use in the diagnosis of, cure of,
mitigation of, treatment of, or prevention of, any diseases, ailments, or
conditions.
21. THIRD-PARTY INTEGRATIONS AND OFFERINGS
The Services or Software may interoperate, integrate, or be
used in connection with third party offerings and services (“Third-Party
Offerings”). Chatroom is not responsible for, and Chatroom hereby disclaims any
liability for, any act or omission of any provider of Third-Party Offerings or
the operation of any Third-Party Offerings, including access to, modification
of, or deletion of data, regardless of whether Chatroom or a Service endorses,
approves, or supports any such Third-Party Offerings. Chatroom does not
guarantee the interoperation, integration, or support of any Third-Party
Offerings. Chatroom may, at any time, in its sole discretion, modify the
Services or Software, which may result in the failed interoperation,
integration, or support of Third-Party Offerings. You have sole discretion
whether to purchase or connect to any Third-Party Offerings, and your use of
any Third-Party Offering is governed solely by the terms of such Third-Party
Offerings.
22. EXPORT RESTRICTIONS
You acknowledge that the Services and Software, or a portion
thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts
730-774 of the United States, and may be subject to other applicable country
export control and trade sanctions Laws, including the Export Administration
Regulations, 15 C.F.R. Parts 730-774 of the United States, and programs
maintained by the U.S. Department of Treasury’s Office of Foreign Assets
Control (“OFAC”) (collectively, “Export Control and Sanctions Laws”). Chatroom
will provide the U.S. export classification(s) applicable to its Services and
Software upon request. You and your End Users may not access, use, export,
re-export, divert, transfer, or disclose any portion of the Services or
Software or any related technical information or materials, directly or
indirectly, in violation of Export Control and Sanctions Laws. You represent
and warrant that: (i) you and your End Users (a) are not citizens of, or
located within, a country or territory that is subject to U.S. trade sanctions
or other significant trade restrictions (including Cuba, Iran, North Korea,
Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that you and
your End Users will not access or use the Services or Software, or export,
re-export, divert, or transfer the Services or Software, in or to such
countries or territories; (b) are not persons, or owned or controlled by 50% or
more, individually or in the aggregate, by persons, identified on the U.S.
Department of the Treasury’s Specially Designated Nationals and Blocked Persons
List or Foreign Sanctions Evaders Lists or any similar applicable list
maintained by a country’s regulatory authority; and (c) are not persons on,
affiliates of persons on, the U.S. Department of Commerce’s Denied Persons
List, Entity List, or Unverified List, or U.S. Department of State
proliferation-related lists; (ii) you and your End Users located in Belarus,
Myanmar (Burma), Cambodia, China, Russia, or Venezuela are not Military End
Users and will not put Chatroom Services or Software to a Military End Use, as
defined in 15 C.F.R. 744.21; (iii) no Customer Content created or submitted by
you or your End Users is subject to any restriction on disclosure, transfer,
download, export or re-export under the Export Control and Sanctions Laws; and
(iv) you and your End Users will not take any action that would constitute a
violation of, or be penalized under, U.S. antiboycott laws administered by the
U.S. Department of Commerce or the U.S. Department of the Treasury. Any list of
countries specifically included in this clause will be deemed to be updated to
the extent that any country or territory is added or removed under the Export
Control and Sanctions Laws. You are solely responsible for complying with the
Export Control and Sanctions Laws and monitoring them for any modifications.
23. NO HIGH RISK USE AND SAFE USE
THE SERVICES AND SOFTWARE ARE NOT DESIGNED FOR USE IN
HAZARDOUS OR HIGH-RISK ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING
OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS,
AIR TRAFFIC CONTROL, LIFE SUPPORT, COMBAT OPERATIONS, OR WEAPONS SYSTEMS. YOU
SHALL NOT USE THE SERVICES AND SOFTWARE FOR OR IN CONNECTION WITH ANY HIGH-RISK
ENVIRONMENT. YOU FURTHER AGREE NOT TO USE THE SERVICES OR SOFTWARE IN AN UNSAFE
MANNER, INCLUDING WHILE DRIVING, WALKING, OR OTHERWISE WITHOUT YOUR FULL
ATTENTION WHERE RISK TO YOU, YOUR END USERS, OR OTHERS MAY ARISE OR RESULT.
24. NO WARRANTIES
YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED “AS
IS” AND CHATROOM, ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM
ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CHATROOM,
ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY,
OR REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE SERVICES OR SOFTWARE, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE
SERVICES OR SOFTWARE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION
AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM
THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR
PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. CHATROOM DOES NOT
ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING CUSTOMER CONTENT
AND CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF
THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK.
25. INDEMNIFICATION
To the extent not prohibited by applicable Law, you agree to
indemnify, defend, and hold Chatroom and its affiliates and each of our
licensors and suppliers (“Indemnified Parties”) harmless, including any
officers, directors, employees, shareholders, members, consultants, and agents
of the Indemnified Parties, from any third party allegation, claim, proceeding,
liability, damage, or cost (including reasonable attorneys’ fees) arising out
of or related to (i) your or your End User’s use of the Services or Software,
(ii) your or your End User’s breach of this Agreement or violation of
applicable Law, (iii) your or your End User’s infringement or violation of any
Proprietary Rights or other right of any person or entity, (iv) your
relationship with your End User or any dispute between you and your End User,
or (v) a personal injury or property damage to a third party relating to your
or your End User’s acts or omissions.
26. LIMITATION ON LIABILITY
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO
YOU.
CHATROOM AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND
SUPPLIERS WILL NOT BE LIABLE FOR ANY:
SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES;
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY;
UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION
OF SYSTEM DATA, CUSTOMER CONTENT, OR CUSTOMER DATA;
COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES;
TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF
THE SERVICES;
A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR
MAINTENANCE;
OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES;
OR
DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR
RELATED TO THIS AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY YOU FOR THE
SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR
CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE
DAMAGES APPLY TO ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR
RELATED TO THIS AGREEMENT, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE OR
STRICT LIABILITY), STATUTE, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF CHATROOM,
ITS AFFILIATES, OR OUR LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY THAT SUCH DAMAGES MAY BE INCURRED BY YOU AND EVEN IF YOUR REMEDIES
FAIL OF THEIR ESSENTIAL PURPOSE.
BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN
EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY
APPLIES TO YOU TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON
LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.
27. DISPUTE RESOLUTION, ARBITRATION AGREEMENT, AND CLASS
ACTION WAIVER
You agree to resolve certain disputes with Chatroom through
binding arbitration (“Arbitration Agreement”). Arbitration means that an
arbitrator, and not a judge or a jury, will decide the dispute. The parties
expressly waive the right to bring or participate in any kind of class,
collective, or mass action, private attorney general action, or any other
representative action. This Arbitration Agreement supersedes all prior
versions.
27.1 Covered Disputes. You and Chatroom agree that any dispute or claim between you and Chatroom arising out of or relating to this Agreement or the Services (a “Dispute”), including any related software, hardware, integrations, advertising or marketing communications, your account, or any aspects of your relationship or transactions with Chatroom, will be resolved by binding arbitration, rather than in court. For purposes of this Arbitration Agreement, a Dispute will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the