TERMS OF
SERVICE
Last
updated OCT 5, 2023
TABLE OF
CONTENTS
1. AGREEMENT TO
TERMS
These Terms of Use constitute a
legally binding agreement made between you, whether personally or on behalf of an entity
(“you”) and ChatAccel
LLC ("Company," “we,"
“us," or “our”), concerning your access to and
use of the https://www.chataccel.com website
as well as any other media form, media channel, mobile website or mobile application
related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in California, United States and have our
registered office at
1901 avenue of the stars,
Los Angeles, CA
90067. You
agree that by accessing the Site, you have read, understood, and agreed to be bound by all
of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE
EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and
conditions or documents that may be posted on the Site from time to time are hereby
expressly incorporated herein by reference. We reserve the right, in our sole
discretion, to make changes or modifications to these Terms of Use from time to time. We
will alert you about any changes by updating the “Last updated” date of these Terms of
Use, and you waive any right to receive specific notice of each such change. Please
ensure that you check the applicable Terms every time you use our Site so that you
understand which Terms apply. You will be subject to, and will be deemed to have been
made aware of and to have accepted, the changes in any revised Terms of Use by your
continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the
Site is not intended for distribution to or use by any person or entity in any
jurisdiction or country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement within such
jurisdiction or country. Accordingly, those persons who choose to access the Site from
other locations do so on their own initiative and are solely responsible for compliance
with local laws, if and to the extent local laws are applicable.
The Site is not tailored to
comply with industry-specific regulations (Health Insurance Portability and
Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.),
so if your interactions would be subjected to such laws, you may not use this Site. You
may not use the Site in a way that would violate the Gramm-Leach-Bliley Act
(GLBA).
All users who are
minors in the jurisdiction in which they reside (generally under the age
of 18) must have the permission of, and be directly supervised by, their
parent or guardian to use the Site. If you are a minor, you must have
your parent or guardian read and agree to these Terms of Use prior to
you using the Site.
2.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the
Site is our proprietary property and all source code, databases, functionality,
software, website designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and logos contained
therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected
by copyright and trademark laws and various other intellectual property rights and
unfair competition laws of the United States, international copyright laws, and
international conventions. The Content and the Marks are provided on the Site “AS IS”
for your information and personal use only. Except as expressly provided in these Terms
of Use, no part of the Site and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded, translated,
transmitted, distributed, sold, licensed, or otherwise exploited for any commercial
purpose whatsoever, without our express prior written permission.
Provided that you are eligible
to use the Site, you are granted a limited license to access and use the Site and to
download or print a copy of any portion of the Content to which you have properly gained
access solely for your personal, non-commercial use. We reserve all rights not expressly
granted to you in and to the Site, the Content and the Marks.
By using the
Site, you represent and warrant that: (1) all registration
information you submit will be true, accurate, current, and complete;
(2) you will maintain the
accuracy of such information and promptly update such registration
information as necessary;
(3) you have the legal
capacity and you agree to comply with these Terms of
Use; (4) you are not a minor in the
jurisdiction in which you reside, or if a minor, you
have received parental permission to use the Site;
(5) you will not access the Site through
automated or non-human means, whether through a bot, script, or otherwise;
(6) you will not use the Site for any
illegal or unauthorized purpose; and (7) your use of the Site will not violate
any applicable law or regulation.
If you provide
any information that is untrue, inaccurate, not current, or incomplete, we have the
right to suspend or terminate your account and refuse any and all current or future
use of the Site (or any portion thereof).
You may
be required to register with the Site. You agree to keep your password
confidential and will be responsible for all use of your account and
password. We reserve the right to remove, reclaim, or change a username you
select if we determine, in our sole discretion, that such username is
inappropriate, obscene, or otherwise objectionable.
You may not
access or use the Site for any purpose other than that for which we make the Site
available. The Site may not be used in connection with any commercial endeavors
except those that are specifically endorsed or approved by us.
As a user
of the Site, you agree not to:
- Systematically
retrieve data or other content from the Site to create or compile,
directly or indirectly, a collection, compilation, database, or
directory without written permission from us.
- Trick,
defraud, or mislead us and other users, especially in any
attempt to learn sensitive account information such as user
passwords.
- Circumvent,
disable, or otherwise interfere with security-related
features of the Site, including features that prevent or
restrict the use or copying of any Content or enforce
limitations on the use of the Site and/or the Content
contained therein.
- Disparage,
tarnish, or otherwise harm, in our opinion, us and/or the
Site.
- Use
any information obtained from the Site in order to harass,
abuse, or harm another
person.
- Make
improper use of our support services or submit false reports
of abuse or misconduct.
- Use
the Site in a manner inconsistent with any applicable laws
or regulations.
- Engage
in unauthorized framing of or linking to the
Site.
- Upload
or transmit (or attempt to upload or to transmit) viruses,
Trojan horses, or other material, including excessive use of
capital letters and spamming (continuous posting of
repetitive text), that interferes with any party’s
uninterrupted use and enjoyment of the Site or modifies,
impairs, disrupts, alters, or interferes with the use,
features, functions, operation, or maintenance of the
Site.
- Engage
in any automated use of the system, such as using scripts to
send comments or messages, or using any data mining, robots,
or similar data gathering and extraction
tools.
- Delete
the copyright or other proprietary rights notice from any
Content.
- Attempt
to impersonate another user or person or use the username of
another user.
- Upload
or transmit (or attempt to upload or to transmit) any
material that acts as a passive or active information
collection or transmission mechanism, including without
limitation, clear graphics interchange formats (“gifs”), 1×1
pixels, web bugs, cookies, or other similar devices
(sometimes referred to as “spyware” or “passive collection
mechanisms” or “pcms”).
- Interfere
with, disrupt, or create an undue burden on the Site or the
networks or services connected to the
Site.
- Harass,
annoy, intimidate, or threaten any of our employees or
agents engaged in providing any portion of the Site to
you.
- Attempt
to bypass any measures of the Site designed to prevent or
restrict access to the Site, or any portion of the
Site.
- Copy
or adapt the Site’s software, including but not limited to
Flash, PHP, HTML, JavaScript, or other
code.
- Except
as permitted by applicable law, decipher, decompile,
disassemble, or reverse engineer any of the software
comprising or in any way making up a part of the
Site.
- Except
as may be the result of standard search engine or Internet
browser usage, use, launch, develop, or distribute any
automated system, including without limitation, any spider,
robot, cheat utility, scraper, or offline reader that
accesses the Site, or using or launching any unauthorized
script or other software.
- Use
a buying agent or purchasing agent to make purchases on the
Site.
- Make
any unauthorized use of the Site, including collecting
usernames and/or email addresses of users by electronic or
other means for the purpose of sending unsolicited email, or
creating user accounts by automated means or under false
pretenses.
- Use
the Site as part of any effort to compete with us or
otherwise use the Site and/or the Content for any
revenue-generating endeavor or commercial
enterprise.
- Use
the Site to advertise or offer to sell goods and
services.
- Sell
or otherwise transfer your
profile.
6.
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat,
contribute to, or participate in blogs, message boards, online forums,
and other functionality, and may provide you with the opportunity to
create, submit, post, display, transmit, perform, publish, distribute,
or broadcast content and materials to us or on the Site, including but
not limited to text, writings, video, audio, photographs, graphics,
comments, suggestions, or personal information or other material
(collectively, "Contributions"). Contributions may be viewable
by other users of the Site and through third-party websites. As such,
any Contributions you transmit may be treated as non-confidential and
non-proprietary. When you create or make available any Contributions,
you thereby represent and warrant that:
- The creation,
distribution,
transmission, public display, or performance, and the accessing,
downloading, or copying of your Contributions do not and will
not infringe the proprietary rights, including but not limited
to the copyright, patent, trademark, trade secret, or moral
rights of any third party.
- You are the creator
and owner of or have the necessary licenses, rights, consents,
releases, and permissions to use and to authorize us, the Site,
and other users of the Site to use your Contributions in any
manner contemplated by the Site and these Terms of
Use.
- You have the written
consent, release, and/or permission of each and every identifiable
individual person in your Contributions to use the name or likeness
of each and every such identifiable individual person to enable
inclusion and use of your Contributions in any manner contemplated
by the Site and these Terms of Use.
- Your Contributions are
not false, inaccurate, or misleading.
- Your Contributions are
not unsolicited or unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass mailings, or other forms
of solicitation.
- Your Contributions are
not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do
not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are
not used to harass or threaten (in the legal sense of those terms)
any other person and to promote violence against a specific person
or class of people.
- Your Contributions do
not violate any applicable law, regulation, or rule.
- Your Contributions do
not violate the privacy or publicity rights of any third
party.
- Your Contributions do
not violate any applicable law concerning child pornography, or
otherwise intended to protect the health or well-being of
minors.
- Your Contributions do
not include any offensive comments that are connected to race,
national origin, gender, sexual preference, or physical
handicap.
- Your Contributions do
not otherwise violate, or link to material that violates, any
provision of these Terms of Use, or any applicable law or
regulation.
Any
use of the Site in violation of the foregoing violates these Terms of
Use and may result in, among other things, termination or suspension of
your rights to use the Site.
By
posting your Contributions to any part of the Site or
making Contributions accessible to the Site by linking your
account from the Site to any of your social networking
accounts, you automatically grant, and
you represent and warrant that you have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual, non-exclusive,
transferable, royalty-free, fully-paid, worldwide right, and license to
host, use, copy, reproduce, disclose, sell, resell, publish, broadcast,
retitle, archive, store, cache, publicly perform, publicly display,
reformat, translate, transmit, excerpt (in whole or in part), and
distribute such Contributions (including, without limitation, your image
and voice) for any purpose, commercial, advertising, or otherwise, and
to prepare derivative works of, or incorporate into other works, such
Contributions, and grant and authorize sublicenses of the foregoing. The
use and distribution may occur in any media formats and through any
media channels.
This
license will apply to any form, media, or technology now known or
hereafter developed, and includes our use of your name, company name,
and franchise name, as applicable, and any of the trademarks, service
marks, trade names, logos, and personal and commercial images you
provide. You waive all moral rights in your Contributions, and you
warrant that moral rights have not otherwise been asserted in your
Contributions.
We have the
right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change
any Contributions; (2) to re-categorize any Contributions to place them in more
appropriate locations on the Site; and (3) to pre-screen or delete any Contributions
at any time and for any reason, without notice. We have no obligation to monitor
your Contributions.
8.
GUIDELINES FOR REVIEWS
We may provide
you areas on the Site to leave reviews or ratings. When posting a review, you must
comply with the following criteria: (1) you should have firsthand experience with
the person/entity being reviewed; (2) your reviews should not contain offensive
profanity, or abusive, racist, offensive, or hate language; (3) your reviews should
not contain discriminatory references based on religion, race, gender, national
origin, age, marital status, sexual orientation, or disability; (4) your reviews
should not contain references to illegal activity; (5) you should not be affiliated
with competitors if posting negative reviews; (6) you should not make any
conclusions as to the legality of conduct; (7) you may not post any false or
misleading statements; and (8) you may not organize a campaign encouraging others to
post reviews, whether positive or negative.
We may accept,
reject, or remove reviews in our sole discretion. We have absolutely no obligation
to screen reviews or to delete reviews, even if anyone considers reviews
objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily
represent our opinions or the views of any of our affiliates or partners. We do not
assume liability for any review or for any claims, liabilities, or losses resulting
from any review. By posting a review, you hereby grant to us a perpetual,
non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable
right and license to reproduce, modify, translate, transmit by any means, display,
perform, and/or distribute all content relating to reviews.
9.
SOCIAL MEDIA
As part of the
functionality of the Site, you may link your account with online accounts you have with
third-party service providers (each such account, a “Third-Party Account”) by either: (1)
providing your Third-Party Account login information through the Site; or (2) allowing us to
access your Third-Party Account, as is permitted under the applicable terms and conditions
that govern your use of each Third-Party Account. You represent and warrant that you are
entitled to disclose your Third-Party Account login information to us and/or grant us access
to your Third-Party Account, without breach by you of any of the terms and conditions that
govern your use of the applicable Third-Party Account, and without obligating us to pay any
fees or making us subject to any usage limitations imposed by the third-party service
provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you
understand that (1) we may access, make available, and store (if applicable) any content
that you have provided to and stored in your Third-Party Account (the “Social Network
Content”) so that it is available on and through the Site via your account, including
without limitation any friend lists and (2) we may submit to and receive from your
Third-Party Account additional information to the extent you are notified when you link your
account with the Third-Party Account. Depending on the Third-Party Accounts you choose and
subject to the privacy settings that you have set in such Third-Party Accounts, personally
identifiable information that you post to your Third-Party Accounts may be available on and
through your account on the Site. Please note that if a Third-Party Account or associated
service becomes unavailable or our access to such Third Party Account is terminated by the
third-party service provider, then Social Network Content may no longer be available on and
through the Site. You will have the ability to disable the connection between your account
on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP
WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED
SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to
review any Social Network Content for any purpose, including but not limited to, for
accuracy, legality, or non-infringement, and we are not responsible for any Social Network
Content. You acknowledge and agree that we may access your email address book associated
with a Third-Party Account and your contacts list stored on your mobile device or tablet
computer solely for purposes of identifying and informing you of those contacts who have
also registered to use the Site. You can deactivate the connection between the Site and your
Third-Party Account by contacting us using the contact information below or through your
account settings (if applicable). We will attempt to delete any information stored on our
servers that was obtained through such Third-Party Account, except the username and profile
picture that become associated with your account.
10.
SUBMISSIONS
You
acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or
other information regarding the Site ("Submissions") provided by you to us are
non-confidential and shall become our sole property. We shall own exclusive rights,
including all intellectual property rights, and shall be entitled to the unrestricted
use and dissemination of these Submissions for any lawful purpose, commercial or
otherwise, without acknowledgment or compensation to you. You hereby waive all moral
rights to any such Submissions, and you hereby warrant that any such Submissions are
original with you or that you have the right to submit such Submissions. You agree there
shall be no recourse against us for any alleged or actual infringement or
misappropriation of any proprietary right in your Submissions.
11.
THIRD-PARTY WEBSITE AND CONTENT
The Site may
contain (or you may be sent via the Site) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures, designs, music,
sound, video, information, applications, software, and other content or items belonging to
or originating from third parties ("Third-Party Content"). Such Third-Party
Websites and Third-Party Content are not investigated, monitored, or checked for accuracy,
appropriateness, or completeness by us, and we are not responsible for any Third-Party
Websites accessed through the Site or any Third-Party Content posted on, available through,
or installed from the Site, including the content, accuracy, offensiveness, opinions,
reliability, privacy practices, or other policies of or contained in the Third-Party
Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or
installation of any Third-Party Websites or any Third-Party Content does not imply approval
or endorsement thereof by us. If you decide to leave the Site and access the Third-Party
Websites or to use or install any Third-Party Content, you do so at your own risk, and you
should be aware these Terms of Use no longer govern. You should review the applicable terms
and policies, including privacy and data gathering practices, of any website to which you
navigate from the Site or relating to any applications you use or install from the Site. Any
purchases you make through Third-Party Websites will be through other websites and from
other companies, and we take no responsibility whatsoever in relation to such purchases
which are exclusively between you and the applicable third party. You agree and acknowledge
that we do not endorse the products or services offered on Third-Party Websites and you
shall hold us harmless from any harm caused by your purchase of such products or services.
Additionally, you shall hold us harmless from any losses sustained by you or harm caused to
you relating to or resulting in any way from any Third-Party Content or any contact with
Third-Party Websites.
We
allow advertisers to display their advertisements and other information in
certain areas of the Site, such as sidebar advertisements or banner
advertisements. If you are an advertiser, you shall take full responsibility
for any advertisements you place on the Site and any services provided on
the Site or products sold through those advertisements. Further, as an
advertiser, you warrant and represent that you possess all rights and
authority to place advertisements on the Site, including, but not limited
to, intellectual property rights, publicity rights, and contractual
rights. As an
advertiser, you agree that such advertisements are subject to
our Digital Millennium Copyright Act (“DMCA”) Notice and Policy
provisions as described below, and you understand and agree
there will be no refund or other compensation for DMCA
takedown-related issues. We simply provide the space to place
such advertisements, and we have no other relationship with
advertisers.
We reserve the
right, but not the obligation, to: (1) monitor the Site for violations of these Terms of
Use; (2) take appropriate legal action against anyone who, in our sole discretion,
violates the law or these Terms of Use, including without limitation, reporting such
user to law enforcement authorities; (3) in our sole discretion and without limitation,
refuse, restrict access to, limit the availability of, or disable (to the extent
technologically feasible) any of your Contributions or any portion thereof; (4) in our
sole discretion and without limitation, notice, or liability, to remove from the Site or
otherwise disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner designed to
protect our rights and property and to facilitate the proper functioning of the
Site.
14.
PRIVACY POLICY
We
care about data privacy and security. Please review our Privacy
Policy: https://www.chataccel.com/privacy. By using the Site, you agree to
be bound by our Privacy Policy, which is incorporated into these Terms of
Use. Please be advised the Site is hosted in the United
States. If you
access the Site from any other region of the world with laws or other
requirements governing personal data collection, use, or disclosure that
differ from applicable laws in the United
States, then
through your continued use of the Site, you are transferring your data
to the United
States, and you
agree to have your data transferred to and processed in the United
States.
15.
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND
POLICY
We
respect the intellectual property rights of others. If you believe that any
material available on or through the Site infringes upon any copyright you
own or control, please immediately notify our Designated Copyright Agent
using the contact information provided below (a “Notification”). A copy of
your Notification will be sent to the person who posted or stored the
material addressed in the Notification. Please be advised that pursuant to
federal law you may be held liable for damages if you make material
misrepresentations in a Notification. Thus, if you are not sure that
material located on or linked to by the Site infringes your copyright, you
should consider first contacting an attorney.
All
Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and
include the following information: (1) A physical or electronic signature of
a person authorized to act on behalf of the owner of an exclusive right that
is allegedly infringed; (2) identification of the copyrighted work claimed
to have been infringed, or, if multiple copyrighted works on the Site are
covered by the Notification, a representative list of such works on the
Site; (3) identification of the material that is claimed to be infringing or
to be the subject of infringing activity and that is to be removed or access
to which is to be disabled, and information reasonably sufficient to permit
us to locate the material; (4) information reasonably sufficient to permit
us to contact the complaining party, such as an address, telephone number,
and, if available, an email address at which the complaining party may be
contacted; (5) a statement that the complaining party has a good faith
belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law; and (6) a
statement that the information in the notification is accurate, and under
penalty of perjury, that the complaining party is authorized to act on
behalf of the owner of an exclusive right that is allegedly infringed
upon.
If
you believe your own copyrighted material has been removed from the Site as
a result of a mistake or misidentification, you may submit a written counter
notification to our Designated
Copyright Agent using the contact
information provided below (a “Counter Notification”). To be an effective
Counter Notification under the DMCA, your Counter Notification must include
substantially the following: (1) identification of the material that has
been removed or disabled and the location at which the material appeared
before it was removed or disabled; (2) a statement that you consent to the
jurisdiction of the Federal District Court in which your address is located,
or if your address is outside the United States, for any judicial district
in which we are located; (3) a statement that you will accept service of
process from the party that filed the Notification or the party's
agent; (4) your name, address, and telephone number; (5) a statement under
penalty of perjury that you have a good faith belief that the material in
question was removed or disabled as a result of a mistake or
misidentification of the material to be removed or disabled; and (6) your
physical or electronic signature.
If
you send us a valid, written Counter Notification meeting the requirements
described above, we will restore your removed or disabled material, unless
we first receive notice from the party filing the Notification informing us
that such party has filed a court action to restrain you from engaging in
infringing activity related to the material in question. Please note that if
you materially misrepresent that the disabled or removed content was removed
by mistake or misidentification, you may be liable for damages, including
costs and attorney's fees. Filing a false Counter Notification
constitutes perjury.
Designated Copyright Agent
Attn:
Copyright Agent
1901 avenue of the stars
United States
These
Terms of Use shall remain in full force and effect while you use the Site. WITHOUT
LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR
SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE
(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO
REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE
MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED
AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we
terminate or suspend your account for any reason, you are prohibited from
registering and creating a new account under your name, a fake or borrowed name, or
the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take
appropriate legal action, including without limitation pursuing civil, criminal, and
injunctive redress.
17.
MODIFICATIONS AND INTERRUPTIONS
We reserve
the right to change, modify, or remove the contents of the Site at any time or for
any reason at our sole discretion without notice. However, we have no obligation to
update any information on our Site. We also reserve the right to modify or
discontinue all or part of the Site without notice at any time. We will not be
liable to you or any third party for any modification, price change, suspension, or
discontinuance of the Site.
We cannot
guarantee the Site will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Site,
resulting in interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the Site at any time or
for any reason without notice to you. You agree that we have no liability whatsoever
for any loss, damage, or inconvenience caused by your inability to access or use the
Site during any downtime or discontinuance of the Site. Nothing in these Terms of
Use will be construed to obligate us to maintain and support the Site or to supply
any corrections, updates, or releases in connection therewith.
18.
GOVERNING LAW
These
Terms of Use and your use of the Site are governed by and construed in accordance
with the laws of the State of
California
applicable to agreements made and to be entirely performed within the
State of California, without regard to its conflict
of law principles.
19.
DISPUTE RESOLUTION
To
expedite resolution and control the cost of any dispute,
controversy, or claim related to these Terms of Use (each
"Dispute" and collectively, the “Disputes”) brought by
either you or us (individually, a “Party” and collectively, the
“Parties”), the Parties agree to first attempt to negotiate any
Dispute (except those Disputes expressly provided below) informally
for at least thirty (30) days before
initiating arbitration. Such informal negotiations commence upon
written notice from one Party to the other Party.
If
the Parties are unable to resolve a Dispute through informal
negotiations, the Dispute (except those Disputes expressly excluded
below) will be finally and exclusively resolved through binding
arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD
HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The
arbitration shall be commenced and conducted under the Commercial
Arbitration Rules of the American Arbitration Association
("AAA") and, where appropriate, the AAA’s Supplementary
Procedures for Consumer Related Disputes ("AAA Consumer
Rules"), both of which are available at the AAA
website: www.adr.org.
Your arbitration fees and your share of
arbitrator compensation shall be governed by
the AAA Consumer Rules and, where
appropriate, limited by the AAA Consumer
Rules. If such costs
are determined by the arbitrator
to be excessive, we will pay all
arbitration fees and expenses.
The
arbitration may be conducted in person,
through the submission of documents, by
phone, or online. The arbitrator will make a
decision in writing, but need not provide a
statement of reasons unless requested by
either Party. The arbitrator must follow
applicable law, and any award may be
challenged if the arbitrator fails to do so.
Except where otherwise required by the
applicable AAA rules or applicable law, the
arbitration will take place in Los Angeles
County,
California.
Except as otherwise provided herein, the
Parties may litigate in court to compel
arbitration, stay proceedings pending
arbitration, or to confirm, modify, vacate,
or enter judgment on the award entered by
the
arbitrator.
If
for any reason, a Dispute proceeds in court rather than arbitration,
the Dispute shall be commenced or prosecuted in the state and federal courts located
in Los Angeles County, California, and the Parties
hereby consent to, and waive all defenses of lack of personal
jurisdiction, and forum non conveniens with respect to venue and
jurisdiction in such state and federal
courts.
Application of the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information
Transaction Act (UCITA) is excluded from these Terms of Use.
In
no event shall any Dispute brought by either Party
related in any way to the Site be commenced more
than one (1) years
after the cause of action arose. If this provision is found
to be illegal or unenforceable, then neither Party will elect to
arbitrate any Dispute falling within that portion of this provision
found to be illegal or unenforceable, and such Dispute shall be
decided by a court of competent jurisdiction within the courts
listed for jurisdiction above, and the Parties agree to submit to
the personal jurisdiction of that court.
The
Parties agree that any arbitration shall be limited
to the Dispute between the Parties individually. To
the full extent permitted by law, (a) no arbitration
shall be joined with any other proceeding; (b) there
is no right or authority for any Dispute to be
arbitrated on a class-action basis or to utilize
class action procedures; and (c) there is no right
or authority for any Dispute to be brought in a
purported representative capacity on behalf of the
general public or any other persons.
Exceptions to Informal Negotiations and
Arbitration
The
Parties agree that the following Disputes are not
subject to the above provisions concerning informal
negotiations and binding arbitration: (a) any
Disputes seeking to enforce or protect, or
concerning the validity of, any of the intellectual
property rights of a Party; (b) any Dispute related
to, or arising from, allegations of theft, piracy,
invasion of privacy, or unauthorized use; and (c)
any claim for injunctive relief. If this provision
is found to be illegal or unenforceable, then
neither Party will elect to arbitrate any Dispute
falling within that portion of this provision found
to be illegal or unenforceable and such Dispute
shall be decided by a court of competent
jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit
to the personal jurisdiction of that court.
There
may be information on the Site that contains typographical errors, inaccuracies,
or omissions, including descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies, or
omissions and to change or update the information on the Site at any time,
without prior notice.
THE
SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF
THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT
PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION
WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR
COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE
SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS,
MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR
PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE
OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
(4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH
THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT
AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE
USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE
SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY
HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER
OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE
FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY
MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE
CAUTION WHERE APPROPRIATE.
22.
LIMITATIONS OF LIABILITY
IN NO
EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,
SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA,
OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR
ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL
AT ALL TIMES BE LIMITED TO THE
AMOUNT PAID, IF ANY, BY YOU TO US DURING
THE six (6)
mONTH PERIOD PRIOR TO ANY CAUSE
OF ACTION
ARISING. CERTAIN US STATE
LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL
RIGHTS.
You
agree to defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and employees,
from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of: (1) your
Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and
warranties set forth in these Terms of Use; (5) your violation of the rights of a
third party, including but not limited to intellectual property rights; or
(6) any overt harmful act toward any
other user of the Site with whom you connected via the Site. Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive
defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We
will use reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of
it.
We
will maintain certain data that you transmit to the Site for the purpose of
managing the performance of the Site, as well as data relating to your use of
the Site. Although we perform regular routine backups of data, you are solely
responsible for all data that you transmit or that relates to any activity you
have undertaken using the Site. You agree that we shall have no liability to you
for any loss or corruption of any such data, and you hereby waive any right of
action against us arising from any such loss or corruption of such data.
25.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting
the Site, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree
that all agreements, notices, disclosures, and other communications we provide
to you electronically, via email and on the Site, satisfy any legal requirement
that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC
SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR
VIA THE SITE. You hereby waive any rights or requirements under any statutes,
regulations, rules, ordinances, or other laws in any jurisdiction which require
an original signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than electronic
means.
26.
CALIFORNIA USERS AND RESIDENTS
If any
complaint with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
27.
MISCELLANEOUS
These
Terms of Use and any policies or operating rules posted by us on the Site or in
respect to the Site constitute the entire agreement and understanding between
you and us. Our failure to exercise or enforce any right or provision of these
Terms of Use shall not operate as a waiver of such right or provision. These
Terms of Use operate to the fullest extent permissible by law. We may assign any
or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by
any cause beyond our reasonable control. If any provision or part of a provision
of these Terms of Use is determined to be unlawful, void, or unenforceable, that
provision or part of the provision is deemed severable from these Terms of Use
and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship
created between you and us as a result of these Terms of Use or use of the Site.
You agree that these Terms of Use will not be construed against us by virtue of
having drafted them. You hereby waive any and all defenses you may have based on
the electronic form of these Terms of Use and the lack of signing by the parties
hereto to execute these Terms of Use.
Subscription
Fees: Users are required to pay subscription fees to access certain features
and services on ChatAccel. Subscription fees are billed in advance for the
applicable subscription period (monthly, annually, or as otherwise described
at the point of purchase) and are non-refundable, except as provided in our
Refund Policy. Payment Processing: All payments on ChatAccel are processed
securely through our third-party payment processor, Stripe. Users are
required to provide accurate payment information and ensure that this
information is kept up-to-date. Automatic Renewal: Unless otherwise stated,
your subscription will automatically renew at the end of each subscription
period. You can cancel your subscription at any time via the Stripe Billing
Portal accessible through our website. Changes to Subscription Fees:
ChatAccel reserves the right to change subscription fees at any time. Any
fee changes will be communicated to users in advance, providing an
opportunity to cancel your subscription before such changes take effect.
Late Payments: Failure to pay any fees or charges will result in the
termination or suspension of your subscription. You are responsible for any
costs associated with collecting unpaid fees, including but not limited to,
legal fees and collection agency fees. Discounts and Promotions: Any
discounts or promotional offers applied to your subscription may have
additional terms and will be governed by any separate agreements associated
with such discounts or promotions. Taxes: All fees are exclusive of
applicable national, provincial, state, local or other governmental sales,
goods and services, harmonized or other taxes, fees, or charges (“Taxes”).
You are responsible for payment of all Taxes applicable to your
subscription.
At
ChatAccel, we strive to offer our customers the best possible experience
with our products/services. However, we understand that there may be
circumstances where our product may not meet your needs. Below are the terms
under which refunds will be provided: Eligibility for Refund: Refunds will
only be issued in cases where it is proven that our product/service failed
to function as advertised, and after our support team has had the
opportunity to attempt to resolve the issue. Subscription Cancellation: It
is the responsibility of the customer to cancel their subscription before
the renewal date if they do not wish to continue using our product/service.
Failure to cancel the subscription before the renewal date will result in
the subscription fee being non-refundable, as costs will have been incurred
on our part to maintain the service for the customer. Refund Process: To
request a refund, customers should use the Stripe Billing Portal accessible
through our website. Our team will evaluate the request and issue a refund
if all criteria are met. Refunds will be processed to the original method of
payment within 5-10 business days of approval. Miscellaneous: ChatAccel
reserves the right to modify this refund policy at any time, with or without
notice. It is the responsibility of the customer to review this policy
periodically for any changes. Any abuse of our terms of service will result
in the termination of the user’s account and a refund will not be
provided.
30.
AI TRAINING AND OWNERSHIP OF INTELLECTUAL
PROPERTY
User
Contributions to AI Training: By using the Service, you acknowledge and
agree that any data, content, or other materials that you upload, submit, or
otherwise provide to the Service ("User Contributions") may be
used by AccelEdge AI Solutions Private Limited to train, test, and improve
the artificial
intelligence ("AI") systems that underlie the Service. Rights
Granted for AI Training: You hereby grant AccelEdge AI Solutions Private
Limited a perpetual,
irrevocable, non-exclusive, worldwide, royalty-free license to use,
reproduce, distribute, prepare derivative works of, and display your User
Contributions solely for the purposes of training, testing, and improving
AccelEdge AI Solutions Private Limited's AI systems and technologies.
Use of User
Contributions: AccelEdge AI Solutions Private Limited reserves the right to
use your User
Contributions to enhance the quality of our AI models, algorithms, and other
technologies that are part of or used by the Service. Ownership of AI
Generations: Notwithstanding the use of User Contributions for AI training,
AccelEdge AI Solutions Private Limited retains all rights, title, and
interest in and to any and all
AI-generated outputs, materials, or other content produced by our systems
("AI Generations"). This includes, but is not limited to, the
algorithms, models, and methodologies used by the Service, even if they were
influenced or improved by the inclusion of User Contributions in their
training data. No Claim on AI Generations: You acknowledge and agree that
you have no claim of ownership or intellectual property rights in any AI
Generations, even if your User Contributions were used in the training or
operation of the AI systems that produced such AI Generations. Data
Protection and Privacy: The use of User Contributions for AI training will
be in accordance with AccelEdge AI Solutions Private Limited's Privacy
Policy, which is hereby
incorporated by reference. We encourage you to review our Privacy Policy to
understand how we collect, use, and protect your data.
Our company utilizes AI services
from Anthropic (anthropic.com) for certain automated tasks and functionality
on our platform. We believe Anthropic is a leader in developing AI
responsibly through techniques like constitutional AI, and we appreciate
their commitment to AI safety
In
order to resolve a complaint regarding the Site or to receive further
information regarding use of the Site, please contact us at:
AccelEdge AI Solutions Private
Limited
1901
avenue of the stars
Los
Angeles, CA 90067
United
States
Phone: (310) 861-3548
