These terms (“Terms“) cover the use of the CHATTA service (the “Services“). By providing the opportunity of subscribing for, using and/or ordering the Services, Care Messenger Holdings Limited, Registered in England & Wales with Company No. 11233336 and whose registered office is at 452 Manchester Road, Stockport, SK4 5DL, United Kingdom (“We”, “Us”, “Our”) we make an offer to you. You accept these Terms by creating a CHATTA account, by using the Services or by continuing to use the Services after being notified of a change to these Terms. Please read, print and save a copy of these Terms for your records because we won’t save a copy for you.

1. Your Privacy

   Your Privacy is important to us. Please read the CHATTA Privacy Policy (the “Privacy Statement“) as it describes the types of data we collect from you and your devices (“Data”), how we use your Data and the legal bases we have to process your Data. The Privacy Statement also describes how we use your content, which is your communications with others; postings submitted by you via the Services; and the files, photos, documents, audio, digital works, livestreams and videos that you upload, store, broadcast or share through the Services (“Your Content“).
   

2. Your Content

   Our Services allow you to store or share Your Content or receive material from others. We don’t claim ownership of Your Content. Your Content remains Your Content and you are responsible for it.

   a. When you share Your Content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share and display Your Content for the purpose that you made Your Content available on the Services, without compensating you. If you do not want others to have that ability, do not use the Services to share Your Content. You represent and warrant that for the duration of these Terms you have (and will have) all the rights necessary for Your Content that is uploaded, stored or shared on or through the Services and that the collection, use and retention of Your Content through the Services won’t violate any law or rights of others. We strongly advise you to make regular back-up copies of Your Content. We can’t be held responsible for Your Content or the material others upload, store or share using our Services.

   b. To the extent necessary to provide the Services to you and others (which may include changing the size, shape or format of Your Content to better store or display it to you), to protect you and the Services and to improve our products and services, you grant us a worldwide and royalty free intellectual property licence to use Your Content, for example, to make copies of, retain, transmit, reformat, distribute via communication tools and display Your Content on the Services. If you publish Your Content in areas of the Service where it is rendered available online publicly or without restrictions, Your Content may appear in demonstrations or materials that promote the Service.

3. Code of Conduct.

   a. Content, material or actions that violate these Terms are not permitted. By agreeing to these Terms, you’re under the obligation to follow these rules:
   i. Don’t do anything illegal.
   ii. Don’t engage in any activity that exploits, harms or threatens to harm children.
   iii. Don’t send spam or engage in phishing. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages or similar electronic communications. Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, National Insurance Numbers, passport numbers, credit card information, financial information or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit.
   iv. Don’t publicly display or use the Services to share any inappropriate content or other material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence or criminal activity).
   v. Don’t engage in activity that is fraudulent, false or misleading (e.g. asking for money under false pretences, impersonating someone else, manipulating the Services to increase play count or affect rankings, ratings or comments).
   vi. Don’t wilfully circumvent any restrictions on access to or availability of the Services.
   vii. Don’t engage in activity that is harmful to you, the Services or others (e.g. transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech or advocating violence against others).
   viii. Don’t infringe upon the rights of others (e.g, unauthorised sharing of copyrighted music or other copyrighted material, resale or other distribution of copyrighted maps or photographs).
   ix. Don’t engage in activity that violates the privacy of others.
   x. Don’t help others break these rules.

   b. Enforcement. We reserve the right to deny Your Content if it exceeds limits on storage or file size allowed by the Service. In addition, if you violate any of the obligations listed in section 3.a above or otherwise materially violate these Terms, we may take action against you including (without limitation) stopping providing Services or closing your CHATTA account immediately for good cause or blocking delivery of a communication to or from the Services. We also reserve the right to remove or block Your Content from the Services at any time if it is brought to our attention that it may violate applicable law or these Terms. When investigating alleged violations of these Terms, we reserve the right to review Your Content in order to resolve the issue. However, we do not monitor the Services and make no attempt to do so.

    

4. Using the Services & Support.

   a. CHATTA account. You’ll need a CHATTA account to access the Services. Your CHATTA account lets you sign into products, websites and services provided by us.

   i. Creating an Account. You can create a CHATTA account by signing up online or via the CHATTA app. You agree not to use any false, inaccurate or misleading information when signing up for your CHATTA account. You cannot transfer your CHATTA account credentials to another user or entity. To protect your account, keep your account details and password confidential. You are responsible for all activity that occurs under your CHATTA account. By creating a CHATTA account or using the Services, you accept and agree to be bound by these Terms.

   ii. Closing Your Account.
   1. In addition to any rights you have to cancel as specified in the “Refund Policy” section below (section 8.g), you can cancel specific Services or close your CHATTA account at any time and for any reason. To close your CHATTA account, please contact us via email at uksales@chatta.tv.
   2. If your CHATTA account is closed (whether by you or us), a few things happen. First, your right to use the CHATTA account to access the Services stops immediately. Second, we’ll delete Data or Your Content associated with your CHATTA account or will otherwise disassociate it from you and your CHATTA account (unless we are required by law to keep it, return it or transfer it to you or a third party identified by you). As a result, you may no longer be able to access any of the Services (or Your Content that you’ve stored on those Services) that require a CHATTA account. You should have a regular backup plan. Third, you may lose access to products you’ve acquired.

   b. Additional Equipment/Data Plans. To use the Services, you’ll need an Internet connection and/or data/mobile plan. You might also need additional equipment, like a television, camera or microphone. You are responsible for providing all connections, plans and/or equipment needed to use the Services and for paying the fees charged by the provider(s) of your connections, plans and equipment. Those fees are in addition to any fees you pay us for the Services and we will not reimburse you for such fees. Check with your provider(s) to determine if there are any such fees that may apply to you.

   c. Service Notifications. When there’s something we need to tell you about a Service you use, we’ll send you Service notifications and information the law requires us to provide. If you gave us your email address or phone number in connection with your CHATTA account, then we may send Service notifications to you via email or via SMS (text message), including to verify your identity before registering your mobile phone number and verifying your purchases. We may also send you Service notifications by other means (for example by in-product messages). Data or messaging rates may apply when receiving notifications via SMS. We recommend you monitor and maintain the email address you specified. If you don’t consent to receive notices electronically, you must stop using the Services.

   d. Support. Customer support for some Services is available via the CHATTA support page on the website. If you live in Europe you can also refer a complaint to the EU’s Online Dispute Resolution platform (https://ec.europa.eu/consumers/odr).

   e. Ending your Services. If your Services are cancelled (whether by you or us), first your right to access the Services stops immediately and your licence to the software related to the Services ends. Second, we’ll delete Data or Your Content associated with your Service or will otherwise disassociate it from you and your CHATTA account (unless we are required by law to keep it, return it or transfer it to you or a third party identified by you). As a result, you may no longer be able to access any of the Services (or Your Content that you’ve stored on those Services). You should have a regular backup plan. Third, you may lose access to products you’ve acquired. If you have cancelled your CHATTA account and have no other account able to access the Services, your Services may be cancelled immediately.

    

5. Service Availability.

   a. The Services or material or products offered through the Services may be unavailable from time to time, may be offered on a limited basis, or may vary depending on your region or device, or other external factors such as your internet or network connection. If you change the location associated with your CHATTA account, you may need to re-acquire the products that were available to you and paid for in your previous region.

   b. We strive to keep the Services up and running; however, they are not offered with a guaranteed level of quality of service and all online services suffer occasional disruptions and outages. In the event of an outage or disruption to the Service, you may temporarily not be able to retrieve Your Content. We recommend that you regularly backup Your Content and Data that you store on the Services or store using Third-Party Apps and Services.

6. Updates to the Services or Software and Changes to These Terms.

   a.  We’ll inform you if we intend to change these Terms. We may change these Terms if it is necessary due to
   (i) applicable law, including, but not limited to, a change of such law;
   (ii) an advice and/or order based on applicable law;
   (iii) the evolution of the Services;
   (iv) technical reasons;
   (v) operational requirements or
   (vi) an advantageous change of terms for the user. We’ll inform you of the intended change before it takes effect, either through the user interface, in an email message or through other reasonable means. We’ll provide you the opportunity to cancel the Services at least 30 days before the change becomes effective. Using the Services after the changes become effective means you agree to the new terms. If you do not agree to the new terms, you must stop using the Services and close your CHATTA account in accordance with section 4.a.ii. We’ll also expressly point to this fact when informing you about the intended change of these Terms.

   b. We may automatically check your version of the software, which is necessary to provide the Services, and download software updates or configuration changes, without charging you, to update, enhance and further develop the Services. You may also be required to update the software to continue using the Services. Such updates shall be subject to these Terms unless additional or other terms accompany the updates, in which case, those other terms apply. If you decline to accept the additional or other terms applicable to the updates, you may not receive or use the updates. We aren’t obligated to make any updates available and don’t guarantee that we will support the version of the system for which you purchased or licensed the software, apps, content or other products.

   c. We continuously work to improve the Services and may change the Services or delete features at any time, including, without limitation, if it is no longer feasible for us to provide it, the technology advances, or if customer feedback indicates a change is needed. We will notify you in advance if a change to the Services will cause you to lose access to Your Content. We’ll also notify you in advance of other material changes to the Services. Except to the extent required by applicable law, we have no obligation to provide a re-download or replacement of any material or applications previously purchased. If we cancel a Service, we are under no obligation to you to refund to you any payment that you have made which is or may be attributable to the portion of that Service remaining right before the cancellation.

7. Software Licence.

   Unless accompanied by a separate licence agreement, any software provided by us to you as part of the Services is subject to these Terms.

   a. If you comply with these Terms, we grant you the right to install and use one copy of the software per device on a worldwide basis for use by only one person at a time as part of your use of the Services. For certain devices, such software may be pre-installed for your personal, non-commercial use of the Services. The software or website that is part of the Services may include third-party code. Any third-party scripts or code, linked to or referenced from the software or website, are licensed to you by the third parties that own such code, not by us. Notices, if any, for the third-party code are included for your information only.

   b. The software is licensed, not sold, and we reserve all rights to the software not expressly granted by us under these Terms. This licence does not give you any right to, and you may not, unlawfully:

   • i. circumvent or bypass any technological protection measures in or relating to the software or Services;
   • ii. disassemble, decompile, decrypt, hack, emulate, exploit or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so;
   • iii. separate components of the software or Services for use on different devices;
   • iv. publish, copy, rent, lease, sell, export, import, distribute or lend the software or the Services, unless we expressly authorise you to do so;
   • v. transfer the software, any software licences or any rights to access or use the Services;
   • vi. use the Services in any unauthorised way that could interfere with anyone else’s use of them or gain access to any service, data, account or network;
   • vii. enable access to the Services by unauthorised third-party applications.

8. Payment Terms

   If you purchase a Service, then these payment terms apply to your purchase and you agree to them.

   • a. Charges. If there is a charge associated with a portion of the Services, you agree to pay that charge. The price stated for the Services includes all applicable taxes, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location at the time your CHATTA account was registered, unless stated otherwise. After we have given you notice that we did not receive an on-time, full payment from you, we may suspend or cancel the Services if you do not make the full payment within the relevant time. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your CHATTA account and its content. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location. Depending on your location, some transactions might require foreign currency conversion or be processed in another country. Your bank might charge you additional fees for those services when you use a debit or credit card. Please contact your bank for details.
   • b. Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. Additionally, you agree to permit us to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. If you tell us to stop using your payment method and don’t provide us with another payment method after our notice to you to do so within an appropriate timeframe, we may suspend or cancel your paid Service for good cause. Changes made to your billing account won’t affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
   • c. Billing. By providing us with a payment method, you (i) represent that you are authorised to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorise us to charge you for the Services or available content using your payment method; and (iii) authorise us to charge you for any paid feature of the Services you choose to sign up for or use while these Terms are in force. As specified, we may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription Services and, in the case of a price change, provide you with the opportunity to cancel the Services before the price changes. We may bill you at the same time for more than one of your prior billing periods for amounts that haven’t previously been processed.
   • d. Recurring Payments. When you purchase the Services on a subscription basis, you agree that you are authorising recurring payments, and payments will be made to us by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by us. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorising recurring payments, you are authorising us to store your payment instrument and process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, “Electronic Payments“). Subscription fees are generally charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we or our service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.
   • e. Refund Policy. You will be entitled to a cancellation period (a “Cooling-Off Period“) of fourteen (14) days from the day of purchase, with or without cause. If the Service is partly delivered at the time of cancellation, you will get a pro-rated refund. You acknowledge the Cooling-Off Period ends at the time the Service is fully delivered to you, then your purchase cannot be refunded. If you believe that we have charged you in error, you must contact us and we will investigate the charge. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any rights under applicable law.
   • f. Terminating the Services. You may cancel the Services by contacting customer service as described above in section 4.d. Cancelling paid Services stops future charges to continue the Service. You should refer back to the offer describing the Services as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation; and (iv) you may lose access to and use of your account when you cancel the Services. We will process your Data as described above in section 4. If you cancel, your Services end at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you cancelled. If you initiate a chargeback or reversal with your bank for your payment of Services, we will deem you to have cancelled as of the date that the original payment was made, and you authorise us to immediately cancel your service and/or revoke any content that was provided to you in exchange for such payment.
   • g. Price Changes. If there is a fixed term and price for your Service offer, that price will remain in force for the term. You will need to agree to any new offer and price if you want to continue the Services. If your Services are on a periodic basis (for example, monthly), with no specific time length, and isn’t a trial offer, we may change the price of the Services if we add new or improved Service features, to the extent the costs of providing the Service have increased accordingly, or in response to market changes (for example, due to labour costs, currency fluctuations, changes in taxes/regulations, inflation, licence fees, infrastructure and administrative costs). We will inform you at least 30 days before the price change becomes effective. You will have the opportunity to cancel the Services before the price changes in accordance with section 8.h above. When we notify you of the price change, we’ll also inform you of the reasons and scope of the increase in prices and that the new price will become effective if you don’t cancel the Services, and we’ll also remind you of how you can cancel the Services.
   • h. Payments to You. If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce the payment to you without notice to adjust it for any previous over-payment.
   • i. Late payments. In case of late payments, you must pay for the reasonable costs we incur to collect any past due amounts including lawyers’ fees and other legal fees and costs, as permitted by law and regulations. We may suspend or cancel your Services if you fail to pay in full on time after we send you a reminder – with the threat of suspension and/or cancellation of the Services – to make your payment within an appropriate time. You can avoid suspension or cancellation if you make the required payment within the appropriate time set forth in the reminder. Suspension or cancellation of the Services for non-payment could result in the loss of access to your CHATTA account.

     Contracting Entity, Choice of Law and Place to Resolve Disputes.

      The laws of England and Wales govern all claims related to Services.
     

9. Contracting Entity, Choice of Law and Place to Resolve Disputes

   The laws of England and Wales govern all claims related to Services.

10. Warranties

    If you are a consumer, you have certain rights under the law. These rights include an obligation on us to provide the Services using reasonable care and skill. Nothing in these terms is intended to limit or exclude our liability for any breach by us of this. EXCEPT IN CASES IN WHICH WE HAVE HIDDEN DEFECTS IN BAD FAITH OR DEFECTS HAVE RENDERED USE OF THE SERVICES IMPOSSIBLE AND WE PROVIDE THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” WE DON’T GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS AREN’T FAULT-FREE AND THAT OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE CAN’T GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. WE AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS AND VENDORS GIVE NO CONTRACTUAL GUARANTEES OR CONDITIONS. YOU HAVE ALL MANDATORY WARRANTIES FORESEEN BY LAW, BUT WE GRANT NO OTHER WARRANTIES. WE EXCLUDE ANY IMPLIED MANDATORY WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Limitation of Liability.
    

    • a. We shall not be liable for Your Content, material or other third-party material, including links to third-party websites and activities provided by users. Such content and activities are neither attributable to us nor do they represent our opinion.
    • b. We shall only be liable if material obligations of the Agreement have been violated, or as otherwise required by applicable law.
    • c. We, our vicarious agents and/or our legal representatives shall not be liable for any indirect damage, including financial loss, such as loss of profit, unless we, our vicarious agents and/or our legal representative have at least acted with gross negligence or wilful misconduct.
    • d. Any statutory no-fault liability of ours, including statutory liability for breach of warranty, shall remain unaffected by the limitation of liability. The same shall apply to liability of ours, our vicarious agents and/or our legal representatives in the event of fraud or their negligence resulting in personal injury or death.
    • e. We are not responsible or liable for any failure to perform or delay in performing our obligations under these Terms to the extent that the failure or delay is caused by circumstances beyond our reasonable control (such as labour disputes, acts of God, war or terrorist activity, malicious damage, accidents or compliance with any applicable law or government order). We will endeavour to minimise the effects of any of these events and to perform the obligations that aren’t affected.

12. Miscellaneous.

     This section, and sections 1, 8 (for amounts incurred before the end of these Terms), 9, 10, 11 and those that by their terms apply after it ends will survive any termination or cancellation of these Terms. We may assign, transfer or otherwise dispose of our rights and obligations under these Terms, in whole or in part, so long as such assignment, transfer or disposal isn’t to your detriment, at any time without notice. You may not assign, transfer or otherwise dispose of these Terms or any rights to use the Services. This is the entire agreement between you and us for your use of the Services. It supersedes any prior agreements between you and us regarding your use of the Services. All parts of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we can’t enforce a part of these Terms as written, those terms shall be deemed replaced with similar terms to the extent enforceable under the relevant law, but the rest of these Terms won’t change. These Terms are solely for your and our benefit. It isn’t for the benefit of any other person, except for our successors and assigns. Section headings are for reference only.

13. Reservation of Rights and Feedback.

    Except as expressly provided under these Terms, we do not grant you a licence or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by us or any related entity, including but not limited to any name, trade dress, logo or equivalents. If you give to us any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements (“Feedback”), you give to us, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialise your Feedback in any way and for any purpose. You will not give Feedback that is subject to a licence that requires us to license its software, technologies or documentation to any third party because we include your Feedback in them.