Our intellectual
property
We are the owner or the licensee of all intellectual
property rights in our Services, including all source code, databases, functionality,
software, website designs, audio, video, text, photographs, and graphics in the Services
(collectively, the 'Content'
), as well as the trademarks, service marks, and logos contained therein (the 'Marks').
Our Content and Marks are protected by copyright and
trademark laws (and various
other intellectual property rights and unfair competition laws) and treaties in the
United
States and around the world.
The Content and Marks are provided in or through the
Services 'AS IS' for
your personal, non-commercial use or internal
business purpose only.
Your use of our
Services
Subject to your compliance with these Legal Terms, including
the 'PROHIBITED
ACTIVITIES
' section below, we
grant you a non-exclusive, non-transferable, revocable
licence to:
- access the Services; and
- 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 or internal business purpose.
Except as set out in this section or elsewhere in our
Legal Terms, no part of the Services 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.
If you wish to make any use of the Services, Content,
or Marks other than as set out in this section or elsewhere in our Legal Terms, please
address your request to: compliance@upchat.app. If we ever
grant you the permission to post, reproduce, or publicly display any part of our
Services or Content, you must identify us as the owners or licensors of the Services,
Content, or Marks and ensure that any copyright or proprietary notice appears or is
visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in
and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will
constitute a material breach of our Legal Terms and your right to use our Services will
terminate immediately.
Your submissions
and contributions
Please review this section and the 'PROHIBITED ACTIVITIES
' section carefully
prior to using our Services to understand the (a) rights you give us and (b) obligations
you have when you post or upload any content through the Services.
Submissions: By directly sending us any
question, comment, suggestion, idea, feedback, or other information about the Services (
'Submissions'), you
agree to assign to us all intellectual property rights in such Submission. You agree
that we shall own this Submission and be entitled to its unrestricted use and
dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you.
Contributions: The Services may invite you to
chat, contribute to, or participate in blogs, message boards, online forums, and other
functionality during which you may create, submit, post, display, transmit, publish,
distribute, or broadcast content and materials to us or through the Services, including
but not limited to text, writings, video, audio, photographs, music, graphics, comments,
reviews, rating suggestions, personal information, or other material ('Contributions').
Any Submission that is publicly posted shall also be treated as a Contribution.
You understand that Contributions may be viewable by other
users of the Services.
When you post Contributions, you grant us a licence
(including use of your name, trademarks, and logos): By posting any
Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to: use,
copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly
perform, publicly display, reformat, translate, excerpt (in whole or in part), and
exploit your Contributions (including, without limitation, your image, name, and voice)
for any purpose, commercial, advertising, or otherwise, to prepare derivative works of,
or incorporate into other works, your Contributions, and to sublicence the licences
granted in this section. Our use and distribution may occur in any media formats
and through any media channels.
This licence 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 are responsible for what you post or
upload: By sending us Submissions
and/or posting Contributions through any
part of the Services or making Contributions
accessible through the Services by linking your account through the Services to any of
your social networking accounts,
you:
- confirm that you have read and agree with our 'PROHIBITED ACTIVITIES
' and will not
post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing,
hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory,
threatening to any person or group, sexually explicit, false, inaccurate,
deceitful, or misleading;
- to the extent permissible by applicable law, waive any
and all moral rights to any such Submission
and/or Contribution;
- warrant that any such Submission and/or Contributions are original to you or that
you have the necessary rights and licences
to submit such Submissions and/or Contributions and that you have full
authority to grant us the above-mentioned rights in relation to your Submissions
and/or Contributions; and
- warrant and represent that your Submissions and/or Contributions do not constitute confidential
information.
You are solely
responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for
any and all losses that we may suffer because of your breach of (a) this section, (b) any third
party’s intellectual property rights, or (c) applicable law.
We may remove or
edit your Content: Although we have no obligation to monitor any Contributions,
we shall have the right to remove or edit any Contributions at any time without notice if in our
reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If
we remove or edit any such Contributions, we may also suspend or disable your account and report
you to the authorities.
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 Services (or any portion
thereof).
You
may be required to register to use the Services. 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 Services for any purpose other than that for
which we make the Services available. The Services may not be used in
connection with any commercial
endeavours except those that are
specifically endorsed or approved by us.
As
a user of the Services, you agree not to:
- Systematically
retrieve data or other content from the
Services 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
Services,
including
features that
prevent or
restrict the use
or copying of
any Content or
enforce
limitations on
the use of the
Services and/or
the Content
contained
therein.
- Disparage,
tarnish, or
otherwise harm,
in our opinion,
us and/or the
Services.
- Use
any information
obtained from
the Services 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 Services in
a manner
inconsistent
with any
applicable laws
or
regulations.
- Engage
in
unauthorised
framing
of or linking to
the
Services.
- 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
Services or
modifies,
impairs,
disrupts,
alters, or
interferes with
the use,
features,
functions,
operation, or
maintenance of
the
Services.
- 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 Services or
the networks or
services
connected to the
Services.
- Harass,
annoy,
intimidate, or
threaten any of
our employees or
agents engaged
in providing any
portion of the
Services to
you.
- Attempt
to bypass any
measures of the
Services
designed to
prevent or
restrict access
to the Services,
or any portion
of the
Services.
- Copy
or adapt the
Services'
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
Services.
- 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 Services, or
use or launch
any
unauthorised
script or
other
software.
- Use
a buying agent
or purchasing
agent to make
purchases on the
Services.
- Make
any
unauthorised
use of
the Services,
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
pretences
.
- Use
the Services as
part of any
effort to
compete with us
or otherwise use
the Services
and/or the
Content for any
revenue-generating
endeavour
or
commercial
enterprise.
-
Use the Services to
advertise or offer to sell goods and
services.
6. USER
GENERATED
CONTRIBUTIONS
The Services 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
Services, 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
Services 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 licences, rights, consents,
releases, and permissions to use and to authorise us, the Services, and
other users of the Services to use your Contributions in
any manner contemplated by the Services and these Legal
Terms.
- 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 Services and these Legal Terms.
- Your Contributions are not
false, inaccurate, or misleading.
- Your Contributions are not
unsolicited or
unauthorised 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,
libellous, 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 Legal Terms, or any applicable
law or regulation.
Any
use of the Services in violation of the
foregoing violates these Legal Terms and may
result in, among other things, termination or
suspension of your rights to use the
Services.
By
posting your Contributions to any part of the
Services
, 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
licence
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
authorise sublicences of the
foregoing. The use and distribution may
occur in any media formats and through
any media channels.
This
licence 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
do not assert any ownership over your
Contributions. You retain full ownership of all
of your Contributions and any intellectual
property rights or other proprietary rights
associated with your Contributions. We are not
liable for any statements or representations in
your Contributions provided by you in any area
on the Services. You are solely responsible for
your Contributions to the Services and you
expressly agree to exonerate us from any and all
responsibility and to refrain from any legal
action against us regarding your
Contributions.
We
have the right, in our sole and absolute
discretion, (1) to edit, redact, or otherwise
change any Contributions; (2) to
re-categorise any
Contributions to place them in more appropriate
locations on the Services; 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.
MOBILE APPLICATION LICENCE
Use Licence
If you
access the Services via the App, then we grant you a revocable, non-exclusive,
non-transferable, limited right to install and use the App on wireless
electronic devices owned or controlled by you, and to access and use the App on
such devices strictly in accordance with the terms and conditions of this mobile
application licence
contained in these Legal Terms. You shall not: (1) except as permitted by
applicable law, decompile, reverse engineer, disassemble, attempt to derive the
source code of, or decrypt the App; (2) make any modification, adaptation,
improvement, enhancement, translation, or derivative work from the App; (3)
violate any applicable laws, rules, or regulations in connection with your
access or use of the App; (4) remove, alter, or obscure any proprietary notice
(including any notice of copyright or trademark) posted by us or the licensors
of the App; (5) use the App for any revenue-generating endeavour,
commercial enterprise, or other purpose for which it is not designed or
intended; (6) make the App available over a network or other environment
permitting access or use by multiple devices or users at the same time; (7) use
the App for creating a product, service, or software that is, directly or
indirectly, competitive with or in any way a substitute for the App; (8) use the
App to send automated queries to any website or to send any unsolicited
commercial email; or (9) use any proprietary information or any of our
interfaces or our other intellectual property in the design, development,
manufacture, licensing, or distribution of any applications, accessories, or
devices for use with the App.
Apple
and Android Devices
The
following terms apply when you use the App obtained from either the Apple Store
or Google Play (each an 'App Distributor') to access the Services: (1) the licence
granted to you for our App is limited to a non-transferable licence to
use the application on a device that utilises
the Apple iOS or Android operating systems, as
applicable, and in accordance with the usage rules set forth in the applicable
App Distributor’s terms of service; (2) we are responsible for providing any
maintenance and support services with respect to the App as specified in the
terms and conditions of this mobile application
licence contained in these Legal Terms or as
otherwise required under applicable law, and you acknowledge that each App
Distributor has no obligation whatsoever to furnish any maintenance and support
services with respect to the App; (3) in the event of any failure of the App to
conform to any applicable warranty, you may notify the applicable App
Distributor, and the App Distributor, in accordance with its terms and policies,
may refund the purchase price, if any, paid for the App, and to the maximum
extent permitted by applicable law, the App Distributor will have no other
warranty obligation whatsoever with respect to the App; (4) you represent and
warrant that (i) you are not located in a country that is subject to a US
government embargo, or that has been designated by the US government as a 'terrorist supporting' country and (ii) you are not listed on any US
government list of prohibited or restricted parties; (5) you must comply with
applicable third-party terms of agreement when using the App, e.g. if you have a VoIP application, then you
must not be in violation of their wireless data service agreement when using the
App; and (6) you acknowledge and agree that the App Distributors are third-party
beneficiaries of the terms and conditions in this mobile application licence
contained in these Legal Terms, and that each App Distributor will have the
right (and will be deemed to have accepted the right) to enforce the terms and
conditions in this mobile application licence
contained in these Legal Terms against you as a
third-party beneficiary thereof.
9. SERVICES
MANAGEMENT
We reserve the right, but
not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take
appropriate legal action against anyone who, in our sole discretion, violates the law or these
Legal Terms, 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 Services 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 Services in a
manner designed to protect our rights and property and to facilitate the proper functioning of
the Services.
10. PRIVACY
POLICY
We care about
data privacy and security. Please review our Privacy Policy: https://www.upchat.app/privacy
. By using the Services, you agree to be bound by our Privacy
Policy, which is incorporated into these Legal Terms. Please be advised the Services are
hosted in the United Kingdom
. If you access the Services 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 Kingdom
, then through your continued use of the Services,
you are transferring your data to
the United Kingdom
, and you expressly consent to have your data
transferred to and processed in
the United Kingdom
.
11. TERM
AND TERMINATION
These Legal
Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING
ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE
DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES
(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 LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY
TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES 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.
12. MODIFICATIONS
AND INTERRUPTIONS
We reserve the
right to change, modify, or remove the contents of the Services at any time or for any
reason at our sole discretion without notice. However, we have no obligation to update
any information on our Services. We will not be
liable to you or any third party for any modification, price change, suspension, or
discontinuance of the Services.
We cannot
guarantee the Services will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Services,
resulting in interruptions, delays, or errors. We reserve the right to change, revise,
update, suspend, discontinue, or otherwise modify the Services 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 Services
during any downtime or discontinuance of the Services. Nothing in these Legal Terms will
be construed to obligate us to maintain and support the Services or to supply any
corrections, updates, or releases in connection therewith.
13. GOVERNING
LAW
These Legal
Terms are governed by and interpreted following the laws of
England and Wales
, and the use of the United Nations Convention of Contracts for
the International Sales of Goods is expressly excluded. If your habitual residence is in the EU,
and you are a consumer, you additionally possess the protection provided to you by obligatory
provisions of the law in your country to residence. Cool Runway Limited
and yourself both agree to submit to the non-exclusive jurisdiction of the courts of England, which means that you may make a claim to defend your
consumer protection rights in regards to these Legal Terms in
England
, or in the EU country in which you reside.
14. DISPUTE
RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute,
controversy, or claim related to these Legal Terms (each a
'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.
Binding Arbitration
Any
dispute arising from the relationships between the Parties to these Legal Terms shall be
determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal
Rules of the European Court of Arbitration being part of the European Centre of Arbitration
having its seat in Strasbourg, and which are in force at the time the application for
arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of
arbitration shall be
London,
England
. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of
England
.
Restrictions
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 utilise
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 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 unauthorised
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.
15. CORRECTIONS
There
may be information on the Services 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 Services at any time, without prior notice.
16.
DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE 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 SERVICES 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
SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE
SERVICES 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 SERVICES, (3) ANY UNAUTHORISED 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 SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED
TO OR THROUGH THE SERVICES 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 SERVICES. WE
DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE
ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, 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 JUDGEMENT AND
EXERCISE CAUTION WHERE APPROPRIATE.
17. 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 SERVICES, 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
.
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.
18. INDEMNIFICATION
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 Services; (3) breach of these Legal Terms; (4) any breach of your representations and
warranties set forth in these Legal Terms; (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 Services with whom you connected via the Services. Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive defence and control
of any matter for which you are required to indemnify us, and you agree to cooperate, at
your expense, with our defence 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.
19. USER
DATA
We will maintain
certain data that you transmit to the Services for the purpose of managing the
performance of the Services, as well as data relating to your use of the Services.
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 Services. 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.
20. ELECTRONIC
COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, 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 Services,
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 SERVICES. 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.
21. MISCELLANEOUS
These Legal Terms and any policies or operating rules
posted by us on the Services or in respect to the Services constitute the entire
agreement and understanding between you and us. Our failure to exercise or enforce any
right or provision of these Legal Terms shall not operate as a waiver of such right or
provision. These Legal Terms 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 Legal
Terms is determined to be unlawful, void, or unenforceable, that provision or part of
the provision is deemed severable from these Legal Terms 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 Legal Terms or use of the Services. You agree that these Legal Terms will not be
construed against us by virtue of having drafted them. You hereby waive any and all defences you may
have based on the electronic form of these Legal Terms and the lack of signing by the
parties hereto to execute these Legal Terms.
22. CONTACT
US
In order to resolve a complaint regarding the Services
or to receive further information regarding use of the Services, please contact us
at:
Cool Runway Limited
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
United Kingdom
compliance@upchat.app