For purposes of this Agreement, “Supported Devices” means at the applicable time of use, the then current Internet browsers, mobile phones and wireless communication devices now known or hereafter created using any telecommunication method or protocol now known or hereafter created that are and then compatible with the ChatSpin Platform.
ACCEPTANCE OF THESE TERMS AS A BINDING CONTRACT
You, as a User of these Services, agree and acknowledge:
To the extent that Users may download a ChatSpin app, create a user account, or otherwise access the ChatSpin Platform, the User agrees and understands that such use shall capture unique identifiers and permissions via their supported devices. To the extent User is offered an opportunity during the process of downloading, registering, or otherwise accessing this platform, to denote their acceptance (" I accept and agree to be bound by these Terms of Service and incorporated policies in my use of the ChatSpin Platform.") To the extent User may make use of additional Services or Features they acknowledge that such use may require acceptance of Billing Policy, and additional rates and terms as published, in the event terms presented may conflict with this Agreement, this Agreement shall control.
Based on its proprietary technology, software and know how (the “ChatSpin Technology”), ChatSpin has the ability to customize, operate, maintain and provide access to virtual Channels through the ChatSpin Platform (the “ChatSpin Channel Services”) to Users of the Platform provided they observe the Acceptable Use policies, Rules set forth by third party providers, and all applicable laws.
By creating your account you authorize ChatSpin to send you communications regarding your account, this may include promotional materials, and in some circumstances, may include screen-shots, or other content, indicating the basis for actions taken, in ChatSpin's discretion against your account.
User may terminate or delete their account, or adjust their subscription settings at any time, including during any temporary suspension period, or for any reason whatsoever. User is responsible for the maintenance of their account, subscription settings, or charges incurred. ChatSpin may allow accounts that have been terminated or deleted at Users discretion to be re-activated, at ChatSpin's discretion.
Third Party service providers may be used by ChatSpin to allow access to Services or features. These services are offered as a convenience, and for the purposes of provision of these Services. Any use or access through a third party will require you to accept and observe the Terms and Policies of third party providers. Links, features, or Services provided by third parties are not an endorsement, or warranty of those Services, all terms and policies required by third-parties shall remain agreements between User and third-party providers.
Users shall remain the owners of the Content they create or perform. Certain features and functionalities of the Platform shall remain the intellectual property of ChatSpin, including without limitation, proprietary text, copy, multimedia, graphics, software, data or other information as set forth on the ChatSpin Platform and as otherwise provided by ChatSpin (collectively, the “ChatSpin Content”).
Users shall grant to ChatSpin and its affiliates an exclusive, unlimited worldwide license to use, transmit, and perform the Content, which they create or transmit via the Platform for purpose of delivering the Services, which comprise the ChatSpin Platform. Such use may include the use of certain Content, including but not limited to, video, images, audio recordings or User likenesses in marketing and advertising materials, to the extent that such use has been permitted and authorized.
DEFINITION OF CERTAIN TERMINOLOGY
Since ChatSpin Services allow Users to access our platform in multiple ways -- for example from our mobile app platform, or from browser instances provided by ChatSpin or our third party affiliates. We feel it is important to explain the intended legal effect and usage of certain terminology within these Terms and Policies. If the event of any conflict regarding the understood meaning of the following terms, the meaning attributed in this section will control.
MODERATION AND REVIEW
As discussed below the ChatSpin Technology, as developed, overseen and administered by ChatSpin Supervisors may monitor users activities, herein described as "Moderation or Review" by using a system of proprietary, automated identification which is enabled by reporting of activity believed to be against community guidelines, these terms of Services. ChatSpin does not purport to pre-screen user activity, the size and temporal composition of our Users makes such moderation or review impossible or impractical. Instead ChatSpin relies on use of proprietary systems, community of users, or requests by Users to access certain services and features, to trigger Moderation or Review of content, activities or Usage of ChatSpin services. ChatSpin Technology, as overseen by our Users, allows provision of the ChatSpin platform in a manner that furthers community standards and the Acceptable Use Policy. ChatSpin may review or moderate activities when such review is triggered by our proprietary system, however ChatSpin review and moderation is performed at our sole discretion.
The usage of the phrases Moderation or Review, in the context of any Service available through ChatSpin shall not be interpreted to create an obligation or duty to screen, monitor or act upon activities of our Users except to the extent they are brought to our attention by our Community or our proprietary system.
ACCEPTABLE USE Policy
Your use of ChatSpin is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the contents of your communications through the Service, including all websites and applications through which the ChatSpin service is available. By contributing information in or otherwise using any communications service, or other interactive service that may be available to you on or through this Service, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:
CHATSPIN MODERATION AND REVIEW
In certain circumstances where temporary User suspensions have occurred for activities that we have reasonable belief are not illegal, ChatSpin may at their sole discretion allow Users to pay a fee to fast track any internal review of account activities in order to restore account access.
If circumstances should warrant it, ChatSpin will cooperate fully with investigations of violations of systems or network security at other sites or services, or with law enforcement authorities in investigating suspected criminal violations.
Moderation and Review is conducted at the discretion of ChatSpin to the extent it is triggered by our proprietary system, or community guideline. ChatSpin assumes no duty or obligation to take such action, and assumes no liability for delays or forbearance of actions. Users consent to ChatSpin's moderation authority, including removal of content and waive any claim against ChatSpin
INTELLECTUAL PROPERTY INFORMATION
Neither we, nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Service will not infringe the rights of third parties. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Service infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Service believes its copyright, trademark or other property rights have been infringed by a posting on this Service, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about who repeat claims of copyright infringement are received will be terminated.
Designated Agent for Claimed Infringement:
Your acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Service without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
DISCLAIMER OF WARRANTIES
ALL MATERIALS AND SERVICES ON THIS SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SERVICE AT ANY TIME WITHOUT NOTICE. THE MATERIALS AT THIS SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SERVICE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of this Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
AGREEMENT TO ARBITRATE
Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered under the UNCITRAL Arbitration Rules using the JAMS Streamlined Arbitration Procedures, or, by mutual agreement, the BVI International Arbitration Centre (BVIIAC), as modified by the IAC Procedures for the Administration of Arbitration. This contract shall be interpreted under BVI law, and the United Nations Convention on the International Sales of Goods, which will apply to all matters relating to the use of this Service.
PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NONINDIVIDUALIZED RELIEF
YOU AND CHATSPIN AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CHATSPIN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.
A party who intends to seek arbitration must first send to the other, by certified mail, a written notice describing the nature of the dispute in reasonable detail (“Notice”). The Notice to ChatSpin should be sent to the DBF Group Limited address provided below. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and ChatSpin are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or ChatSpin may initiate arbitration proceedings with JAMS. A form for initiating arbitration proceedings is available on the JAMS website at https://www.jamsadr.com/jamsconnect/. In addition to filing this form with JAMS in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to ChatSpin c/o DBF Group Limited at the following address: Wickhams Cay 1 Road Town, Tortola, British Virgin Islands.
Arbitration shall be conducted online using the JAMS Streamlined Arbitration Procedures. By mutual agreement, the parties to the arbitration may elect to use BVI International Arbitration Centre (BVIIAC), as modified by the IAC Procedures for the Administration of Arbitration, if the circumstances warrant. In cases where an in-person hearing is held, you and/or ChatSpin may attend by telephone, unless the arbitrator requires otherwise. In either case, a sole arbitrator shall be appointed, and proceedings shall be conducted in English.
The arbitrator will decide the substance of all claims in accordance with BVI law and the United Nations Convention on the International Sales of Goods, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same ChatSpin user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
COSTS OF ARBITRATION
In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under the circumstances where the prevailing party won on some but not all of its claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
With the exception of any of the provisions in this Section regarding the Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Agreement and its Legal Disputes Section will continue to apply.
FUTURE AMENDMENTS TO THE AGREEMENT TO ARBITRATE
Notwithstanding any provision in these Terms of Service to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against ChatSpin prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and ChatSpin. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on ChatSpin.com at least 30 days before the effective date of the amendments and by providing notice by email.
PARTICIPATION IN PROMOTIONS
From time to time, this Service may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
By downloading or using the software, you represent and warrant that you are not located in a jurisdiction where use of these Services are prohibited by law, regulation, or Export Controls. Although this Service may be accessible worldwide, we make no representation that materials on this Service are appropriate or available for use in the jurisdiction, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Service from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any service, and/or information made in connection with this Service is void where prohibited.
TERMINATION OF USE
All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at email@example.com. Notices to you may be sent either via the Platform itself, or to an email address to the extent you have supplied one in the process of account registration. In addition, we may broadcast notices or messages through the Service to inform you of changes to the Service or other matters of importance, and such broadcasts shall constitute notice to you.
You have reviewed the Acceptable Use Policy and agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this Service, nor seek to spam or otherwise, disrupt or interfere with this service.
In addition to any excuse provided by applicable law, we shall be excused from liability for nondelivery or delay in delivery of products and services available through our Service arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
The policies posted on our sites may be changed from time-to-time. Changes take effect when we post them through the ChatSpin Service.