The terms “you,” “your” and “Client” and “Customer” will refer to you. To be eligible to register for a customer account in order to use the Services, you must review and accept these Terms by clicking on the “I Accept” or “Get Started” button or other mechanism provided. If you are registering for a customer account in order to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to Social Chat that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” and “Client” or “Customer” will refer to that organization).
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT.
Social Chat’s platform is a unique, proprietary ecommerce marketing platform the (“Platform”) that offers solutions for customer reviews and visual marketing (each also referred to as a “Product” and collectively as the “Products”). “Services,” as used in the Agreement, refers to your access to the Platform and the Products. All content, data and other information that you submit to the Services through your use thereof, including, without limitation, such information as you may collect through the Services from End-Users (defined below), is “Your Content” for the purposes of this Agreement. Depending on the Products you are accessing, you may have access to the following functionality. If you are not accessing Products that offer the following functionality then the applicable terms do not apply:
User Generated Content– Certain Products enable you to collect, organize and use Your Content that may include, without limitation, text, videos, photographs and other user-generated content created or otherwise supplied by your customers, end users or parties with whom you interacts (collectively, “End-Users”) on your website, social media services, and third-party websites. An example of such functionality would be your use of the Platform to display an End-User’s photo of your product on your website.
Reviews– Certain Products enable you to invite End-Users to write reviews. “Reviews” are Your Content that may include, without limitation, opinions, product or service ratings or reviews, articles, written expressions, in any form or media, and/or any works of authorship created by the End-User, the you or any other third party and may, subject to the Agreement, include any Reviews that are imported through the Platform from third-party sites.
Ownership– Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Social Chat’s rights under this Agreement, between the parties, you retain all intellectual property and other rights in its intellectual property and to Your Content provided to Social Chat. Social Chat and its licensors retain all intellectual property and other rights in the Platform, and in and to each Product, the Services, and any deliverables and related Social Chat technology, templates, documentation, help files, tutorials, formats and dashboards, including any modifications or improvements to these items made by Social Chat, and the Usage Data (the “Social Chat Materials”). If you provide Social Chat with feedback or suggestions regarding the Service or other Social Chat offerings, Social Chat may use the feedback or suggestions without restriction or obligation.
Usage Data– Social Chat may generate technical logs, data and learnings about your use and End-Users’ use of the Services (the “Usage Data”) and Your Content processed by the Services, and use such information to operate, analyze, improve and support the Platform and/or the Services and for other lawful purposes. Except as required by law, Social Chat will not disclose Usage Data externally, including in benchmarks or reports except in the aggregate.
LIMITED ACCESS AND LIMITED LICENSE TO YOUR CONTENT
Access to the Services- Subject to the terms and conditions set forth herein, you may access and use the Services only for your internal business purposes in accordance with the terms of this Agreement. Access to the Services is limited to your employees and contractors acting for the sole benefit of you (“Permitted Users”). You and your Permitted Users may need to register for a Social Chat account in order to access or use the Services. You are responsible for ensuring that account registration information is accurate, current and complete.
License to Your Content- you grant to Social Chat a worldwide, non-exclusive, transferable, revocable, royalty-free license to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of Your Content and otherwise use and commercially exploit Your Content in any media formats (i) to the extent necessary to provide you with access to and use of the Services in accordance with the terms of this Agreement, (ii) to comply with law, (iii) to detect, prevent and investigate security incidents, fraud, spam, or unlawful use of the Services, (iv) to address technical problems, address support requests, and attend to the proper working of the Services, (v) to protect the rights, property or safety of Social Chat, its customers, its customers’ end users, and/or the public, and (vi) subject to the Data Processing Agreement, for any other lawful purpose, including without limitation, for the purposes set forth in Section 2.2 hereof. Such license will apply to any form, media, or technology now known or hereafter developed.
LIMITATIONS OF USE
Your use of the Services shall be limited to your own internal business use. Except as specifically permitted herein, you shall not (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of your rights under this Agreement with/to any other party, entity or person; (ii) transfer, distribute, copy all or any part of the Services and/or the Social Chat Materials; (iii) refer to the Services by use of framing and/or deep-linking; (iv) make use of the Services or distribute any part thereof in any jurisdiction where same is illegal or where such use or distribution would subject Social Chat or its Affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use, the Platform for any illegal, harmful or offensive use; (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law or may reasonably be perceived to be unlawful, inflammatory, offensive, or otherwise inconsistent with the spirit of Social Chat’s services, brand or image; (vii) transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (viii) visit the Platform or access the Services through unauthorized means, including without limitation any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the Platform; (ix) distribute, publish, send, or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (e.g. “spam”) including unlawful commercial advertising and informational announcements as further described in 4.2; (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent or otherwise illegal content or content which infringes intellectual property rights of third parties or their right for privacy; (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Platform and/or the Services and/or any other software available therein or create derivative works thereof; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform; (xiii) remove, change or modify any trademarks from or attach any additional trademarks to the Platform; (xiv) use the Platform or the Services in a manner that subjects any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof; or cause them to become redistributable at no charge. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for you to access to the Services.
Compliance with Law– you represent, warrant and covenant to Social Chat that your use of the Services shall comply with the limitations of use in Section 4 and all applicable laws, rules or regulations of any jurisdiction, including, without limitation, those relating to (i) communication by telephone, text/SMS/MMS message or email for advertising, marketing or other purposes; (ii) monitoring or recording of electronic or telephonic communications; (iii) the privacy, security or protection of ‘personal data’ or ‘personal information’, as such terms are defined under privacy laws (collectively, “Personal Information”), including, without limitation, as applicable to the collection, storage, retention, processing, transfer, disclosure, sharing, disposal or destruction of Personal Information; or (iv) requirements for websites and mobile applications, online behavioral advertising, or online tracking technologies (collectively, “Laws”). Without limiting the foregoing, Laws include the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act (“COPPA”), the Federal Trade Commission Act, the California Consumer Privacy Act (“CCPA”), other state privacy, data security and breach notification laws, state consumer protection laws, the European Union’s General Data Protection Regulation (2016/679) (“GDPR”) and Privacy and Electronic Communications Directive 2002/58/EC (the “ePrivacy Directive”), the United Kingdom’s Data Protection Act 2018 (together with the GDPR, the ePrivacy Directive and any national legislation implementing either, “European Data Protection Law”), Canada’s Personal Information Protection and Electronic Documents Act, Canada’s Anti-Spam Legislation (S.C. 2010, c 23), and any legislation and/or regulation implementing or made pursuant to, or which amends, replaces, re-enacts or consolidates, any of the foregoing. For purposes of this Agreement, Laws also include the Cellular Telecommunications Industry Association (CTIA) Messaging Principles and any other applicable self-regulatory rules or codes of conduct, as amended from time to time, including, without limitation, such rules and guidelines issued by the Mobile Marketing Association and telecommunications providers.
Restricted Data– you shall ensure that Your Content does not include (i) protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA) or medical information governed by state healthcare privacy laws; (ii) Social Security numbers, driver’s license numbers or other government-issued identification numbers; (iii) financial information, banking account numbers or passwords, or information regulated by the Gramm-Leach-Bliley Act; (iv) payment card data regulated by the Payment Card Industry Data Security Standards; (v) biometric data regulated by biometric privacy laws; (vi) online account passwords, mother’s maiden name or date of birth, (vii) criminal history, (viii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation or other information that constitutes “special categories of data” regulated by the GDPR; or (ix) Personal Information of children under 13 years of age regulated by COPPA or under the age of consent for purposes of applicable privacy laws. Social Chat shall have no liability with respect to such information, notwithstanding anything in the Agreement to the contrary.
Security– you shall use your best efforts to prevent unauthorized access to or use of the Services through you or your Permitted Users accounts, promptly notify Social Chat of any unauthorized access or use and provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers.
Obligations Regarding Your Content– you acknowledge that the Services are provided by Social Chat to you on a business-to-business basis, and that Social Chat does not have a direct relationship with any End-User as a result of providing the Services to you hereunder. As a result, you acknowledge that Social Chat relies on your rights to Your Content in order to provide the Services. you are solely responsible for the accuracy, content and legality of Your Content. Social Chat shall not be liable for Your Content, and shall be entitled, in its sole discretion, to edit or remove from the Platform Your Content which Social Chat reasonably believes to be inaccurate, inappropriate or otherwise not in compliance with the Agreement or applicable law. NOTHING IN THE AGREEMENT OBLIGATES SOCIAL CHAT TO DISPLAY ANY YOUR CONTENT THAT SOCIAL CHAT REASONABLY BELIEVES TO BE INACCURATE, INAPPROPRIATE OR OTHERWISE NOT IN COMPLIANCE WITH THE AGREEMENT OR APPLICABLE LAW OR TO USE SUCH YOUR CONTENT AT ALL OR IN A CERTAIN MANNER. You shall designate a copyright agent and implement a notice and takedown mechanism in compliance with the Digital Millennium Copyright Act (or other comparable applicable laws in jurisdictions outside of the United States), and you shall comply with any such takedown notice received in respect of Your Content, in each case, to the extent required by applicable law.
Rights in Your Content– you represent and warrant to Social Chat that you have given all notices and obtained all rights consents, assignments, licenses, permissions and authorizations (including the waiver of any moral rights) necessary for you to transfer to Social Chat and for Social Chat to collect, use and share Your Content (and any Personal Information contained therein) as contemplated by this Agreement without violation or infringement of (i) any Laws; (ii) intellectual property, publicity, privacy or other rights; or (iii) any terms of service or other agreements governing Your Content or your activities relating to your use of the Services (including, without limitation, the Instagram Platform Policy).
Order Fulfillment– As between you and Social Chat, you are solely responsible for all customer service, order fulfillment and returns, and payment of taxes or charges associated with any products or services that you sell or markets in connection with the domains listed on the Social Chat Order Form.
SUSPENSION OF SERVICE
Social Chat may suspend your access to the Service and related services if you breach Section 4 (Limitations on Use) or Section 5 (Your Obligations), or if your actions risk harm to other customers or the security, availability or integrity of the Service. Where practicable, Social Chat will use reasonable efforts to provide you with prior notice of the suspension. Once you resolve the issue requiring suspension, Social Chat will promptly restore your access to the Service in accordance with this Agreement. Social Chat reserves the right, but is not obligated, to monitor and audit your use of the Services for any reason or no reason, without notice, to ensure your compliance with this Agreement.
REPRESENTATIONS AND WARRANTIES
In addition to representations and warranties made elsewhere in this Agreement, you represent and warrant to Social Chat that: (i) you have, and will have at all times, all right, title and interest necessary to grant to Social Chat any and all licenses granted by you or your End-Users or other third parties hereunder for the purposes contemplated by this Agreement, including from your End-Users or any third-party site for the use of Your Content; (ii) have all necessary rights, permits and licenses under all Laws, rules and regulations to operate the domains listed on the Social Chat Order Form and to promote, offer for sale, and sell all products or services offered or sold in connection with such domains; (iii) Your Content complies, and will comply at all times during the term of this Agreement, with all Laws, rules and regulations, and the Agreement and does not and will not during the term of this Agreement infringe the rights of any third party, including any intellectual property rights; and (iv) you shall comply with all Laws, including without limitation, TCPA, CAN-SPAM Act and the Digital Millennium Copyright Act.
PRIVACY AND DATA PROTECTION
Social Chat’s Data Processing Agreement shall apply and form part of this Agreement when Your Content constitutes Personal Information subject to EU Data Protection Law or the CCPA.
EXCEPT AS EXPRESSLY PROVIDED HEREIN: (I) THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY AND ALL SOCIAL CHAT MATERIALS, THE SERVICES (INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES), AND THE PRODUCTS ARE PROVIDED BY SOCIAL CHAT “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED; (II) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SOCIAL CHAT DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; (III) SOCIAL CHAT DOES NOT WARRANT THAT THE SOCIAL CHAT MATERIALS, THE SERVICES OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (IV) SOCIAL CHAT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL COMPLY WITH LAWS OR OTHERWISE RELATING TO THE USE OR THE RESULTS OF THE USE OF THE SERVICES, THE SOCIAL CHAT MATERIALS OR OTHER CONTENT MADE AVAILABLE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR EVALUATING THE CAPABILTIES AND FEATURS OF THE SERVICES AND MAKING ITS OWN DETERMINATION ABOUT WHETHER YOU ARE ABLE TO USE THE SERVICES IN COMLIANCE WITH LAWS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE PLATFORM, SOCIAL CHAT’S WEBSITE, OR THE SERVICES. SOCIAL CHAT ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. THE SERVICES SHOULD NOT BE USED FOR EMERGENCY COMMUNICATIONS AND SOCIAL CHAT WILL HAVE NO LIABILITY ARISING FROM SUCH USE.
YOU ACKNOWLEDGE, THAT EMAIL AND TEXT/SMS/MMS MESSAGES ARE INSECURE MEDIUMS THAT ARE GENERALLY NOT ENCRYPTED IN TRANSIT AND SECURITY OF INFORMATION TRANSMITTED THROUGH THE INTERNET CAN NEVER BE GUARANTEED AND, ACCORDINGLY, SOCIAL CHAT IS NOT RESPONSIBLE FOR ANY INTERCEPTION OR INTERRUPTION OF ANY COMMUNICATIONS THROUGH THE INTERNET OR FOR CHANGES TO OR LOSS OF YOUR CONTENT IN CONNECTION WITH THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY WHERE SUCH LIMITATIONS ARE INAPPLICABLE.
LIMITATION OF LIABILITY
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL SOCIAL CHAT NOR ITS RESPECTIVE AFFILIATES OR PARTNERS NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR SUPPLIERS BE RESPONSIBLE OR LIABLE, UNDER ANY LEGAL THEORY, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, FOR ANY COMPENSATORY, DIRECT OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT THAT SOCIAL CHAT IS FOUND LIABLE OR RESPONSIBLE TO YOU FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE IN CONNECTION WITH THESE TERMS AND/OR THE MATTERS CONTEMPLATED HEREIN, SOCIAL CHAT’S AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO $100.00.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE A MATERIAL BARGAINED-FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY SOCIAL CHAT TO OFFER TO YOU AND BY YOU TO USE THE SERVICES AND THE PLATFORM.
You agree to defend, indemnify and hold Social Chat and its Affiliates and its and their respective owners, shareholders, directors, managers, officers, Affiliates, employees, attorneys, agents and representatives harmless against any losses, expenses, costs, claims, and damages, including reasonable attorneys’ fees, experts’ fees and other reasonable costs (collectively, “Losses”) arising from, incurred as a result of, or in any manner related to any third-party claim resulting or arising from: (i) your breach of your representations and warranties contained herein, (ii) your or any End User’s use of the Platform or the Services in violation of this Agreement, (iii) your failure to obtain all End User Consents and Permissions, (iv) Your Messages, (v) Your Content, (vi) your products and/or services; and/or (vii) your gross negligence, fraud, bad faith, or willful misconduct, regardless of any negligence on the part of Social Chat.
THIRD PARTY PLATFORMS AND CONTENT
you may choose to use the Services with certain platform(s), add-on, website(s), publisher(s) (including without limitation, Google), add-on, website(s), service or product not provided by Social Chat that you elect to integrate or enable for use with the Services (“Third-Party Platforms”). Use of Third-Party Platforms is subject to your agreement with the relevant provider and not this Agreement. Social Chat does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use any and all data including (without limitation) End-User data. If you enable a Third-Party Platform to integrate or otherwise operate in connection with the Services, you authorize Social Chat to (i) access and exchange Your Content and End-User data (including personally identifiable information) with the Third-Party Platform on your behalf and (ii) if required by the applicable Third-Party Platform, retain Client Content and/or End-User data for such time period and otherwise in accordance with the terms of the applicable Third-Party Platform, subject in each case to Social Chat’s obligations under the Data Processing Agreement.
TERMINATION AND EXTENSION
Social Chat may terminate these Terms and your access to and use of the Services immediately without notice for any reason or no reason. Upon termination by Social Chat, you shall immediately cease using the Platform. The following Sections shall survive termination or expiration of the Terms: 2, 3.2, 6, 8, 10-15.
If you reside in the US or your business is located in the US: You and we agree to arbitrate any claim, cause of action, or dispute between you and us that arises out of or relates to any access or use of the Services for business or commercial purposes (“commercial claim”). This provision does not cover any commercial claims relating to violations of your or our intellectual property rights, including, but not limited to, copyright infringement, patent infringement, trademark infringement, or efforts to interfere with our Services or engage with our Services in unauthorized ways.
We and you agree that, by entering into this arbitration provision all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. THE PARTIES AGREE THAT EACH MAY BRING COMMERCIAL CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. You may bring a commercial claim only on your own behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular commercial claim (or a request for particular relief) cannot be arbitrated in accordance with this paragraph’s limitations, then only that commercial claim (or only that request for relief) may be brought in court. All other commercial claims (or requests for relief) remain subject to this paragraph. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions. If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing. This notice of dispute to us must be sent to the following address: Social Chat CO. 535 Mission Street Office 1770
San Francisco, CA 94105
The arbitration will be governed by the AAA’s Commercial Arbitration Rules (“AAA Rules”), as modified by these Terms, and will be administered by the AAA. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. The arbitrator will not be bound by rulings in other arbitrations in which you are not a party. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that we will pay for your filing, administrative, and arbitrator fees if your commercial claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of these Terms containing an arbitration provision. Your notice to us under this subsection must be submitted to the address above.
If any provision of the Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make f enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of the Agreement and shall not cause the invalidity or unenforceability of the remainder of the Agreement.
you acknowledge and agree that Social Chat has the right, at any time and for any reason, to redesign or modify the Social Chat Materials and other elements of the Platform or any part thereof.
Prior notice of changes: Social Chat may update these Terms of Service from time to time by providing you with prior written notice of material updates at least thirty (30) days in advance of the effective date. Notice will be given in your account portal or via an email to the email address owner of your account. This notice will highlight the intended updates. Except as otherwise specified by Social Chat, updates will be effective upon the effective date indicated at the top of these Terms of Service. The updated version of these Terms will supersede all prior versions. Your acceptance: Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services. Exceptions: Social Chat may not be able to provide at least thirty (30) days prior written notice of updates to these Terms that result from changes in the law or requirements from telecommunications providers.
No failure, delay or default in performance of any obligation of a party (other than a payment obligation) shall constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; epidemic, pandemic or quarantine; earthquake, tornado or other natural disaster; failure or diminishment of power or telecommunications or data networks or services; distributed denial of service (DDoS) or other cyberattacks; or refusal of a license by a government agency. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
Neither party may assign this Agreement without the prior written consent of the other party, not to be unreasonably withheld, provided that either party may assign or transfer this Agreement, without the prior written consent of the other party, to an affiliate or in connection with a sale or merger of all or substantially all of the assigning party’s business or assets. Any unauthorized assignment will be void and of no force or effect.
Except as expressly stated herein, nothing in this Agreement shall be considered as granting any rights to third parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Social Chat may use subcontractors and permit them to exercise Social Chat’s rights (including without limitation the provision of customer support), but Social Chat remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
YOU AGREE THAT YOU MUST COMMENCE ANY CAUSE OF ACTION AGAINST SOCIAL CHAT ARISING OUT OF OR RELATED TO THE SERVICES OR THE PLATFORM WITHIN THREE (3) MONTHS OF WHEN SUCH CAUSE OF ACTION AROSE. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.