This Terms of Service Agreement was updated and is effective on:
September 10th, 2010.
Chatroll is a platform that enables engaging chat-based social experiences across web and mobile. The chatroll.com website (the "Site") is operated by Arithum Technologies, Inc. ("us", "we", "our", "the Company" or "Arithum"). The services offered by Arithum include the Site and any other features, content, or applications offered from time to time in connection with the Site (collectively, "Services" or "Chatroll"). By accessing the Site and use the Services you accept and agree to be bound by the terms and conditions of this Terms of Service Agreement (the "Agreement"), whether you are a non-registered visitor or a registered user of the Site (collectively, "User"). You are only authorized to use the Service (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave and discontinue use of the Service immediately.
Changes to the Terms of Service Agreement
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Site after any such changes constitutes your acceptance of the new Agreement. If you do not agree to abide by these or any future terms within the Agreement, do not use or access (or continue to use or access) the Site. It is your responsibility to regularly check the Agreement to determine if there have been changes to the Agreement and to review such changes.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
You must be 13 years or older to access the Site or use the Service. By using this Service, you represent and warrant that you are 13 or older and that you have the capacity to understand, agree to and comply with the Agreement. If you are between the ages of 13 and 18, you must review the Agreement with your parent or legal guardian to make sure that you and your parent or legal guardian understand this Agreement and agree to abide by all terms and conditions of this Agreement.
Upon registration with the Site you may be issued a username and/or password (collectively, the "Account") in order to access certain sections of the Site and/or certain services available through the Site. In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security and confidentiality of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
We may refuse to grant you an Account with a username that impersonates someone else, or may be protected by trademark or proprietary rights law, or is vulgar, offensive or otherwise inappropriate, as determined by us in our sole discretion.
You are responsible for all activities that occur through the use of your Account. You agree to: (a) immediately notify the Company of any unauthorized use of your Account or any other breach of security; and (b) ensure that you sign out from your Account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this section. You may also be issued a new Account or be required to change your Account from time to time in our sole discretion.
You agree to abide by all applicable local, provincial / state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account made by you including the content you posted, transmitted or shared through the Site.
You agree NOT to:
- Defame, abuse, harass, stalk, threaten or otherwise violate the rights (such as rights of privacy and publicity) of others.
- Publish, distribute and/ or disseminate any harmful, obscene, indecent, unlawful, libelous, profane, defamatory, infringing, inappropriate, hateful, or racially, ethnically or otherwise objectionable material or information.
- Use other Users' personal data for purposes other than establishing contact that is reasonably expected to be welcomed by such other Users
- Submit materials that are unlawful or promote or encourage illegal activity or that would violate the property rights of others.
- Submit materials of any third party without such third party's prior written consent, or materials that falsely express or imply that such materials are sponsored or endorsed by the Company
- Create a false or misleading identity of, including, but not limited to, a Company employee, or falsely state or otherwise misrepresent your affiliation with a person or entity, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others.
- Transmit, email or post any material that contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- Use any automated software, such as scripts or robots, to post or retrieve content to/from the Site.
- Use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the website.
- Attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through password mining or any other means.
- Modify, adapt, translate, or reverse engineer any portion of the Site.
- Reformat or frame any portion of the web pages that are part of the Site.
- Disseminate content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary right of any party or infringes any intellectual property law or any other applicable law.
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Site.
- Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
- Interfere with another User's use and enjoyment of the Site and Service.
- Harvest or collect email addresses or other contact information of Users, including usernames, from the Site by electronic or other means.
You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, without liability, including without limitation User Content that in the sole judgment of the Company violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others.
You agree that that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of any User Content. You also acknowledge and agree that by using the Site, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language or containing mature subject matter. Nevertheless, you agree to use the Site at your sole risk and that the Company shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. If you become aware of misuse of the Site by any person, please notify the Company. You are also solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.
User Content Proprietary Rights
When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site.
By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Company and the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.
You also acknowledge that the Company may retain archived copies of your User Content and may also disclose the User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Company, the Site, its users and the public.
You are solely responsible for your interactions with other Users on the Site. We reserve the right, but have no obligation, to monitor disputes between you and other users.
No Duty to Monitor
Chatroll acts only as a forum and technical interface between Users and we are not required to verify the qualifications of Users, nor are we required to evaluate, control or monitor in any ongoing manner exchanges between users, although we reserve the right to do so in our sole discretion. Users must use their own judgment in evaluating the qualifications of and statements made by Users. Any opinions expressed by a User are of those of the User alone, and are not to be attributed to us. We cannot and do not assume responsibility for the accuracy, completeness, safety, timeliness, legality or applicability of anything said or written by any User. There are risks of dealing with underage persons, or persons acting under false pretenses. Authentication on the Internet is difficult, and accordingly, we cannot always confirm that each User is whom they claim to be or that they can deliver services or make payments. Users' information might be offensive, harmful, untimely, inaccurate and/or deceptive and, accordingly, you agree to exercise caution, discretion and common sense when using Chatroll.
Information, advice, opinions or comments expressed by any User via Chatroll are not intended to substitute for informed professional advice. You should not use Chatroll for emergency purposes or to seek or provide diagnosis or treatment of medical, psychiatric or psychological problems, or as a substitute for face-to-face professional consultation. If you have a medical or psychiatric emergency, call your physician or 911 immediately. Chatroll is not a referral service and we do not endorse or recommend the use of any professional services. You must use your judgment to determine when it is necessary to consult with a provider who is local, licensed in your state or country, available in person, or otherwise possesses qualities required to properly diagnose or advise you, especially in areas of expertise such as medicine, law, accounting, psychological counseling, investment, tax or other financial advice, requiring government or regulatory licensing or certification, or for high risk activities.
Service Subscription and Payment
You may upgrade or downgrade your service subscription at anytime. The fees applicable for the Service are as published on the Site, and all fees are exclusive of all taxes or duties imposed by taxing authorities. Services are billed in advance and in accordance with the payment schedule you select. We will continue to bill your account or invoice you automatically. All payments rendered are non-refundable. Refunds and/or credits cannot be issued for unused partial months or periods pre-paid in advance. Downgrading your Service may cause the loss of data, features, or capacity of your Account. We do not accept any liability for such loss.
Termination of Service
You are solely responsible for properly cancelling your Account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at anytime by clicking on the Deactivation link from your Account Settings page. If you cancel the Service before the end of your billing period, your cancellation will take effect immediately and you will not be charged again. Upon cancellation, we may destroy all data that were created and accessed during your subscription to the Service. We reserve the right to terminate without notice your Account or use of the Service and delete any data within Chatroll, in our sole discretion, without cause and/or without notice.
Changes to the Service and Prices
We may change or discontinue the Service (or any part thereof) at any time and for any reason, with or without notice. Prices of all Services are subject to change upon 30 days notice via the Site or through the Service itself. Any price changes will be made effective upon the next billing cycle.
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. We respect the intellectual property rights of others. If you believe your work has been copied in a way that constitutes copyright infringement or are aware of any infringing material on the Web site, please contact us and provide us with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest
- A description of the copyrighted work that you claim has been infringed
- A description of where the material that you claim is infringing is located on the Web site (including a URL and/or screen shot)
- Your address, telephone number, and email address
- A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Site Content Proprietary Rights and Limited License
You acknowledge and agree that the Site and any software used in connection with the Site and Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Service. You agree not to access the Site by any means other than through the interface that is provided by the Company for use in accessing the Site.
All content on the Site, including but not limited to designs, text, graphics, layout, pictures, video, information, software, features, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company with all rights reserved, except that the foregoing does not apply to your User Content, as defined above, that you legally post on the Site. No Site Content may be modified, copied, distributed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission.
Provided that you are eligible for use of the Site, you are granted a limited, non-exclusive, non-transferable license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact (the "License"). Except for your own User Content, you may not republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited.
Such License is subject to terms and conditions of this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the License granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise. The License is revocable by the Company at any time without notice and with or without cause.
The sites displayed or linked to by the Site are developed by people over whom the Company exercises no control. The Company does not screen the source or sites of content before including them on the Site. Users may link to sites and/or content that some people find objectionable, inappropriate, or offensive. We make no representations or warranties of any kind regarding the content of such third party sites and do not guarantee that such content shall not include unintended or objectionable content and assumes no responsibility for the content of any site included in our lists or otherwise linked to by the Site. We shall not be responsible for the availability of such external sites or resources, or endorse or be liable for any content, advertising, products, or other materials on or available from such sites or resources.
You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked site or resource.
Participation of Advertisers
From time to time, the Site may contain advertising or promotions from third parties. As a result, you may have the opportunity from time to time to enter into correspondence with or participate in promotions offered by any advertisers and/or merchants showing their products or services on the Site. 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 and/or merchant. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
Disclaimer of Warranties
Arithum Technologies, Inc. and its affiliates, licensors, partners, members, suppliers, employees, consultants and agents ("Arithum") disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or materials displayed on the Site.
Arithum further expressly disclaims (1) that the Site and Service will meet your requirements and will be uninterrupted, error-free, timely, or secure, (2) that defects or errors will be corrected, (3) that the Site or the servers that makes it available are free of viruses or other harmful components, and (4) that the use of or the results of the use of the Site or the content made available as part of the Service will be correct, accurate, timely, or otherwise reliable.
Arithum expressly disclaims any and all responsibility and liability for the conduct of any other User, and expressly disclaims that the content and materials of the Site input by other User is correct or accurate.
ARITHUM, ON BEHALF OF ITSELF, AND ITS LICENSEES, PROVIDES THE SITE AND SERVICE, AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, LINKS OR ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE SITE), PRODUCTS, AND SERVICES INCLUDED THEREIN ARE PROVIDED 'AS IS,' 'WITH ALL FAULTS', 'AS AVAILABLE', WITH NO WARRANTIES WHATSOEVER. ARITHUM EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
YOU AGREE THAT YOUR USE OF THE SITE AND SERVICE IS ENTIRELY AT YOUR OWN RISK.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL ARITHUM BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE SITE. SUCH LIMITATION OF LIABILITY FOR ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ARITHUM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE.
THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE.
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.
THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Without limiting the foregoing, under no circumstances shall the Company be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Hold Harmless and Indemnity
You agree to indemnify, defend and hold harmless the Company and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees, from any damages, losses, costs and expenses (including legal fees), incurred in connection with any third party claim or demand alleging or based upon your breach of this Agreement or your violation of any law or the rights of such third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate fully as reasonably required by the Company.
This Agreement and your use of the Service shall be governed and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, excluding the application of any rule or principal of conflict of law that might otherwise refer construction, interpretation, or the resolution of any dispute to the laws of another jurisdiction.
Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Toronto in the province of Ontario. You agree not to bring any legal action against the Company in any jurisdiction except the province of Ontario and you shall submit and consent to such jurisdiction. If any provision of this Agreement shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Agreement will be effective only if in writing and signed by the Company. Your use of the Site and Service is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and the Company.