ChatStat Technologies, Inc. End User License Agreement
IMPORTANT – PLEASE READ CAREFULLY
Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:
No Emergency Calls: by entering into this Agreement You acknowledge and agree that the ChatStat Technologies, Inc. Software does not and does not intend to support or carry emergency calls. Please also see article 7 below. Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between ChatStat Technologies, Inc. Software and You, as a user, for the use of the ChatStat Technologies, Inc. Software. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the ChatStat Technologies, Inc. Software. You hereby agree and acknowledge that this Agreement covers all Your use of ChatStat Technologies, Inc. Software, whether it be from this installation or from any other terminals where ChatStat Technologies, Inc. Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the ChatStat Technologies, Inc. Software You agree to be bound by the terms of this Agreement and any new versions hereof. Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by ChatStat Technologies, Inc. to show Your approval of any foregoing texts and/or to download and install the ChatStat Technologies, Inc. Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the ChatStat Technologies, Inc. Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. Jurisdiction's Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the ChatStat Technologies, Inc. Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet telephony, You may not enter into this Agreement and You may not download, install or use the ChatStat Technologies, Inc. Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the ChatStat Technologies, Inc. Software is allowed.
1 Definitions In this Agreement the following capitalized definitions are being used, singular as well as plural.1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, ChatStat Technologies, Inc.. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Emergency Services: means services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements.
1.4 Documentation: any online or otherwise enclosed documentation provided by ChatStat Technologies, Inc..
1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know-how and trade secrets contained in or relating to the ChatStat Technologies, Inc. Software, the Documentation, the ChatStat Technologies, Inc. Website or the ChatStat Technologies, Inc. Promotional Materials.
1.7 Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;
1.8 ChatStat Technologies, Inc.: refers to the company established under the laws of California, ChatStat Technologies, Inc. , with its address at 3401 Caseras Drive, Ocean Side, California,
1.9 ChatStat Technologies, Inc. API: application program interface consisting of the set of routines utilized by the ChatStat Technologies, Inc. Software to provide the ChatStat Technologies, Inc. Software functionality for a given platform or operating system, ChatStat Technologies, Inc. API being included in or linked to the ChatStat Technologies, Inc. Software.
1.10 ChatStat Technologies, Inc. Online Material: the ChatStat Technologies, Inc. banner available for download on the ChatStat Technologies, Inc. Website, consisting of a ChatStat Technologies, Inc. logo and a link to the ChatStat Technologies, Inc. Website.
1.11 ChatStat Technologies, Inc. Promotional Materials: any and all trademarks, names, signs, logos, banners, ChatStat Technologies, Inc. Online Material and any other materials, in whatever form, owned and/or used by ChatStat Technologies, Inc. for the promotion of its company, its products and activities.
1.12 ChatStat Technologies, Inc. Software: the software distributed by ChatStat Technologies, Inc. for internet telephony applications, including without limitation the ChatStat Technologies, Inc. API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.13 ChatStat Technologies, Inc. Staff: the officers, directors, employees and agents of ChatStat Technologies, Inc. or its Affiliates, or any other persons hired by ChatStat Technologies, Inc. or its Affiliates.
1.14 ChatStat Technologies, Inc. Website: any and all elements, contents and the ‘look and feel' of the website available under the URL www.CHATSTAT
1.15 Terms of Service: means the agreement between ChatStat Technologies, Inc. Communications and You for the use of the VoIP service;
1.16 UI: the user interface of the ChatStat Technologies, Inc. Software.
1.17 User Account: refers to the account with User ID and Password that You create for Your use of the ChatStat Technologies, Inc. Software;
1.18 User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account;
1.19 VoIP Service: means the payable services provided under the Terms of Service
1.20 You: you, the end user of the ChatStat Technologies, Inc. Software, also used in the form "Your" where applicable.
Article 2 License and Restrictions
2.1 License. Subject to the terms of this Agreement, ChatStat Technologies, Inc. hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the ChatStat Technologies, Inc. Software on Your computer, phone or PDA for the sole purpose of personally using the internet telephony, live chat, instant messenger, and web statistics applications provided by ChatStat Technologies, Inc. and any other applications that may be explicitly provided by ChatStat Technologies, Inc.. For the avoidance of doubt, You are allowed to use ChatStat Technologies, Inc. Software at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the ChatStat Technologies, Inc. Software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the ChatStat Technologies, Inc. Software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the ChatStat Technologies, Inc. Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the ChatStat Technologies, Inc. Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the ChatStat Technologies, Inc. Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with ChatStat Technologies, Inc. or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to ChatStat Technologies, Inc. or its Affiliates to enforce any of your rights.
2.5 New Versions of the ChatStat Technologies, Inc. Software. ChatStat Technologies, Inc., in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the ChatStat Technologies, Inc. Software. You acknowledge and agree that ChatStat Technologies, Inc. has no obligation to make available to You any subsequent versions of the ChatStat Technologies, Inc. Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the ChatStat Technologies, Inc. Software. Furthermore, You acknowledge and agree that ChatStat Technologies, Inc., in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the ChatStat Technologies, Inc. Software, and/or disable any ChatStat Technologies, Inc. Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, cirucmstances where You, at ChatStat Technologies, Inc.'s discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at
2.6 Paid Services. This Agreement applies to downloading, installing and using the ChatStat Technologies, Inc. Software, free of charge. The use of any paid services which may be offered by ChatStat Technologies, Inc. or its Affiliates, is subject to the additional Terms of Service that are published on the ChatStat Technologies, Inc. Website.
Article 3 Definitions to License Restrictions and Additional Terms
3.1 Distribution of ChatStat Technologies, Inc. Software. You are not allowed to distribute the ChatStat Technologies, Inc. Software under this Agreement. For the right to distribute You will have to agree to and meet with the Distribution Terms as published on the ChatStat Technologies, Inc. Website.
3.2 Distribution of ChatStat Technologies, Inc. API. Under this Agreement You are not allowed to use the ChatStat Technologies, Inc. API in connection with applications that You (or any third party) distribute or intend to distribute. If you wish to distribute Your application, which uses ChatStat Technologies, Inc. API, You will have to agree to and meet with the ChatStat Technologies, Inc. API Terms of Use as published on the ChatStat Technologies, Inc. Website.
3.3 Use of ChatStat Technologies, Inc. API. You may make use of the ChatStat Technologies, Inc. API, subject to license terms in Clause 2.1 and for the sole purpose of enabling Your application to connect with the ChatStat Technologies, Inc. Software, provided that:
3.3.1 All such use of ChatStat Technologies, Inc. API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the ChatStat Technologies, Inc. Software or services provided by ChatStat Technologies, Inc.;
3.3.2 You will not remove, overtake, hide or otherwise make the UI inaccessible for end users;
3.3.3 You will monitor the ChatStat Technologies, Inc. Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the ChatStat Technologies, Inc. API and, where applicable, any and all use of the ChatStat Technologies, Inc. Software; and
3.3.4 You acknowledge and agree that Your use of the ChatStat Technologies, Inc. API will be at Your own risk and account.
3.4 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms or the ChatStat Technologies, Inc. API Terms of Use, You will have to obtain ChatStat Technologies, Inc.'s previous written consent and explicitly agree upon any further (commercial) terms.
3.5 ChatStat Technologies, Inc. Promotional Materials. Nothing in this Agreement will give You any right to use the ChatStat Technologies, Inc. Promotional Materials.
4 Utilization of Your computer
4.1 Utilization of Your computer. You hereby acknowledge that the ChatStat Technologies, Inc. Software may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication between ChatStat Technologies, Inc. Software users and our primary Chat Server hosted by ChatStat.
4.2 Protection of Your computer (resources). You understand that the ChatStat Technologies, Inc. Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that ChatStat Technologies, Inc. cannot give any warranties in this respect.
5 Confidentiality and Privacy
5.1 ChatStat Technologies, Inc.'s Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding ChatStat Technologies, Inc., its Affiliates, the ChatStat Technologies, Inc. Staff, the ChatStat Technologies, Inc. Software and the IP Rights.
5.2 Your Confidential Information and Your Privacy. ChatStat Technologies, Inc. is committed to respecting Your privacy and the confidentiality of Your personal data. The "Privacy Policy" that is published on the ChatStat Technologies, Inc. Website at www.CHATSTAT
6 IP Rights and Translations
6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the ChatStat Technologies, Inc. Software are and shall remain the exclusive property of ChatStat Technologies, Inc. and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation, copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the ChatStat Technologies, Inc. Software, but may be accessed through use of the ChatStat Technologies, Inc. Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 With the exception of IP Rights of ChatStat Technologies, Inc. and/or its licensors in ChatStat Technologies, Inc. Software (including the ChatStat Technologies, Inc. API), You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the ChatStat Technologies, Inc. API. You hereby release and covenant not to hold liable ChatStat Technologies, Inc. or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the ChatStat Technologies, Inc. API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the ChatStat Technologies, Inc. API. As between You and ChatStat Technologies, Inc., ChatStat Technologies, Inc. and its licensors retain the IP Rights in and to the ChatStat Technologies, Inc. Software (including the ChatStat Technologies, Inc. API) and any derivative works thereto created by or for ChatStat Technologies, Inc. or its licensors.
6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or ChatStat Technologies, Inc.'s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
6.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the ChatStat Technologies, Inc. Website or as otherwise requested of You by ChatStat Technologies, Inc. at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of ChatStat Technologies, Inc. without any compensation to You.
7 Communication and Your Use of the ChatStat Technologies, Inc. Software
7.1 Communication. Installing ChatStat Technologies, Inc. Software enables You to communicate with other ChatStat Technologies, Inc. Software users, IM Users (optional), and visitors to your website.
7.2 No Warranties. ChatStat Technologies, Inc. cannot guarantee that You will always be able to communicate with other ChatStat Technologies, Inc. Software users, nor can ChatStat Technologies, Inc. guarantee that You can communicate without disruptions, delays or communication-related flaws or that all Your communication shall always be delivered to other ChatStat Technologies, Inc. Software users. ChatStat Technologies, Inc. will not be liable for any such disruptions, delays or other omissions in any communication experienced when using ChatStat Technologies, Inc. Software.
7.3 No Responsibility of Content. You acknowledge and understand that the content of the communication spread by the use of the ChatStat Technologies, Inc. Software is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. ChatStat Technologies, Inc. will not be liable for any type of communication spread by means of the ChatStat Technologies, Inc. Software.
7.4 No Emergency Services. You expressly agree and understand that the ChatStat Technologies, Inc. Software is not intended to support or carry emergency calls to any type of hospital, law enforcement agency, medical care unit or any other kind of Emergency Service. ChatStat Technologies, Inc., its Affiliates or ChatStat Technologies, Inc. Staff are in no way liable for such emergency calls.
7.4.1 Alternative Arrangements. By agreeing to this Agreement You understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, You acknowledge and accept Your responsibility to purchase, separately from ChatStat Technologies, Inc. Software, traditional wireless or wireline telephone service that offers access to Emergency Services.
7.4.2 No Compulsion to Offer Emergency Services. You recognize and agree that ChatStat Technologies, Inc. is not required to offer Emergency Services pursuant to any applicable local and or national rules, regulation or law. You further recognize that ChatStat Technologies, Inc. is not a replacement for Your primary telephone service.
7.5 Lawful purposes. You acknowledge and agree to use the ChatStat Technologies, Inc. Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the ChatStat Technologies, Inc. Software or the communication, (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.
8 Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either ChatStat Technologies, Inc. or You as set forth below.
8.2 Termination by ChatStat Technologies, Inc.. Without limiting other remedies, ChatStat Technologies, Inc. may limit, suspend, or terminate this license and Your use of ChatStat Technologies, Inc. Software, prohibit access to ChatStat Technologies, Inc. Website and delete Your User Account and/or User ID, with immediate effect, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.CHATSTAT
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the ChatStat Technologies, Inc. Software shall terminate, and (b) will cease any and all use of the ChatStat Technologies, Inc. Software, and (c) will remove the ChatStat Technologies, Inc. Software from all hard drives, networks and other storage media and destroy all copies of the ChatStat Technologies, Inc. Software in Your possession or under Your control.
8.5 No liability. ChatStat Technologies, Inc. will not be liable in respect to any damage caused by the termination of this Agreement.
9 Your Representations and Warranties; Indemnification of ChatStat Technologies, Inc.M
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the ChatStat Technologies, Inc. Software.
9.2 Indemnification. You agree to indemnify, defend and hold ChatStat Technologies, Inc., Affiliates and the ChatStat Technologies, Inc. Staff harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the ChatStat Technologies, Inc. Software, or (d) use and/or modification of the ChatStat Technologies, Inc. API or (e) communication spread by means of the ChatStat Technologies, Inc. Software.
9.3 U.S. Withholding Tax. United States-based end users and/or customers only: ChatStat Technologies, Inc. and all affiliated non-U.S. ChatStat Technologies, Inc. entities (including, but not limited to, ChatStat Technologies, Inc. , ChatStat Technologies, Inc. Technologies, S.A., and ChatStat Technologies, Inc. Communications ) intend to fully comply with all applicable U.S. federal tax rules and regulations as provided by the Internal Revenue Code of 1986 (the "Code") and the Treasury Regulations promulgated thereunder. ChatStat Technologies, Inc., Inc. (ChatStat Technologies, Inc.'s U.S.-based affiliate) has been appointed to assist all U.S.-based end users and/or customers in complying with any and all U.S. tax obligations arising as a result of Your use of the ChatStat Technologies, Inc. Software, VoIP Service and/or ChatStat Technologies, Inc. API. You hereby agree to appoint ChatStat Technologies, Inc., Inc. as Your withholding agent for purposes of the withholding provisions of Chapter 3 of the Code, section 3406 and other withholding provisions of the Code, and the reporting provisions of Chapter 6 of the Code. Your agreement does not modify in any way Your defenses provided under U.S. tax law to avoid tax for any payments made to ChatStat Technologies, Inc.'s non-US entities. If You would like any information with respect to Your rights and obligations concerning any and all potential U.S. federal income tax liability and/or reporting responsibilities or if You wish to receive additional information (including applicable Forms W-8BEN ("Certificate of Foreign Status of Beneficial Owner for United States Withholding"), You may contact ChatStat Technologies, Inc. at taxation@CHATSTAT.COM
9.4 Export Restrictions. You acknowledge that the ChatStat Technologies, Inc. Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the ChatStat Technologies, Inc. Software as well as end-user, end-use and destination restrictions issued by national governments.
10 Disclaimer of Warranties
10.1 No warranties. THE ChatStat Technologies, Inc. SOFTWARE IS PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER; ChatStat Technologies, Inc. DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE ChatStat Technologies, Inc. SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. ChatStat Technologies, Inc. FURTHER DOES NOT REPRESENT OR WARRANT THAT THE ChatStat Technologies, Inc. SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES ChatStat Technologies, Inc. WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE ChatStat Technologies, Inc. SOFTWARE.
10.2 Specific Disclaimer of Liability for Emergency Services. ChatStat Technologies, Inc. does not provide Emergency Services in conjunction with the ChatStat Technologies, Inc. Software. Neither ChatStat Technologies, Inc. nor its officers or employees may be held liable for any claim, damage, or loss, and You hereby waive any and all such claims or causes of action, arising from or relating to the use of ChatStat Technologies, Inc. Software to contact Emergency Services personnel. You shall defend, indemnify, and hold harmless ChatStat Technologies, Inc., ChatStat Technologies, Inc. Staff and Affiliates and agents and any other service provider who furnishes services to You in connection with the ChatStat Technologies, Inc. Software, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys' fees) by, or on behalf of, You relating to the absence, failure or outage of the ChatStat Technologies, Inc. Software provided hereunder, including specifically any claims arising out of the failure of ChatStat Technologies, Inc. to offer Emergency Services.
10.3 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the ChatStat Technologies, Inc. Software remains with You, to the maximum extent permitted by law.
10.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
11 Limitation of Liability
11.1 No Liability. The ChatStat Technologies, Inc. Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT ChatStat Technologies, Inc., ITS AFFILIATES AND THE ChatStat Technologies, Inc. STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE ChatStat Technologies, Inc. SOFTWARE, AS SET FORTH BELOW.
11.2 Limitation of Liability. IN NO EVENT SHALL ChatStat Technologies, Inc., ITS AFFILIATES OR THE ChatStat Technologies, Inc. STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE ChatStat Technologies, Inc. SOFTWARE, EVEN IF ChatStat Technologies, Inc., ITS AFFILIATES OR THE ChatStat Technologies, Inc. STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE ChatStat Technologies, Inc. SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH ChatStat Technologies, Inc. SOFTWARE.
11.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
12 General Provisions
12.1 New versions of the Agreement. ChatStat Technologies, Inc. reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the ChatStat Technologies, Inc. Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the ChatStat Technologies, Inc. Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.CHATSTAT
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and ChatStat Technologies, Inc. with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of ChatStat Technologies, Inc. at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by ChatStat Technologies, Inc..
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by ChatStat Technologies, Inc.. ChatStat Technologies, Inc. is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of California without giving effect to any conflict of laws provisions, whether contained in California law, or the laws of your current state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the district of California.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE ChatStat Technologies, Inc. SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO ChatStat Technologies, Inc. THE RIGHTS SET FORTH HEREIN. © ChatStat Technologies, Inc. – Last revised: March 7, 2008