ACCEPTANCE OF THESE TERMS REQUIRES USERS TO FOLLOW OUR ACCEPTABLE USE POLICY, AS DISCUSSED BELOW. OUR ACCEPTABLE USE POLICY MAKES CLEAR THAT THERE IS NO TOLERANCE FOR OBJECTIONABLE CONTENT OR ABUSIVE USERS, AS FURTHER DEFINED IN THE ACCEPTABLE USE SECTION.
For purposes of this Agreement, “Supported Devices” means at the applicable time of use, the then current Internet browsers, mobile phones and wireless communication devices now known or hereafter created using any telecommunication method or protocol now known or hereafter created that are and then compatible with the TopChatSites Platform.
ACCEPTANCE OF THESE TERMS AS A BINDING CONTRACT
You, as a User of these Services, agree and acknowledge:
- 1) That you have been given clear notice that your use of these Services requires the acceptance of these Terms as a binding agreement
- 2) That you have been given an opportunity to review these Terms, and you have affirmed that you are of the age of majority in the jurisdiction in which you reside, and not prevented by any law or regulation in that jurisdiction to enter into a binding agreement
- 3) That you have taken an affirmative action to denote your acceptance of these Terms as a binding contract.
- 4) That your continued Use of these Services demonstrates your acceptance of these Terms as a binding agreement.
To the extent that Users may download a TopChatSites app, create a user account, or otherwise access the TopChatSites Platform, the User agrees and understands that such use shall capture unique identifiers and permissions via their supported devices. To the extent User is offered an opportunity during the process of downloading, registering, or otherwise accessing this platform, to denote their acceptance (" I accept and agree to be bound by these Terms of Service and incorporated policies in my use of the TopChatSites Platform.") To the extent User may make use of additional Services or Features they acknowledge that such use may require acceptance of Billing Policy, and additional rates and terms as published, in the event terms presented may conflict with this Agreement, this Agreement shall control.
Based on its proprietary technology, software and know how (the TopChatSites Technology”), TopChatSites has the ability to customize, operate, maintain and provide access to virtual Channels through the TopChatSites Platform (the TopChatSites Channel Services”) to Users of the Platform provided they observe the Acceptable Use policies, Rules set forth by third party providers, and all applicable laws.
By creating your account you authorize TopChatSites to send you communications regarding your account, this may include promotional materials, and in some circumstances, may include screen-shots, or other content, indicating the basis for actions taken, in TopChatSites 's discretion against your account.
User may terminate or delete their account, or adjust their subscription settings at any time, including during any temporary suspension period, or for any reason whatsoever. User is responsible for the maintenance of their account, subscription settings, or charges incurred. TopChatSites may allow accounts that have been terminated or deleted at Users discretion to be re-activated, at TopChatSites 's discretion.
TopChatSites permits Users to access Services, or otherwise make use of Services and Features through third party service providers. These services are offered as a convenience, and for the purposes of provision of these Services. Any use or access through a third party will require you to accept and observe the Terms and Policies of third party providers. Links, features, or Services provided by third parties are not an endorsement, or warranty of those Services, all terms and policies required by third-parties shall remain agreements between User and third-party providers.
Users shall remain the owners of the Content they create or perform. Certain features and functionalities of the Platform shall remain the intellectual property of TopChatSites , including without limitation, proprietary text, copy, multimedia, graphics, software, data or other information as set forth on the TopChatSites Platform and as otherwise provided by TopChatSites (collectively, the TopChatSites Content”).
Users shall grant to TopChatSites and its affiliates an exclusive, unlimited worldwide license to use, transmit, and perform the Content, which they create or transmit via the Platform for purpose of delivering the Services, which comprise the TopChatSites Platform. Such use may include the use of certain Content, including but not limited to, video, images, audio recordings or User likenesses in marketing and advertising materials, to the extent that such use has been permitted and authorized.
DEFINITION OF CERTAIN TERMINOLOGY
Since TopChatSites Services allow Users to access our platform in multiple ways -- for example from our mobile app platform, or from browser instances provided by TopChatSites or our third party affiliates. We feel it is important to explain the intended legal effect and usage of certain terminology within these Terms and Policies. If the event of any conflict regarding the understood meaning of the following terms, the meaning attributed in this section will control.
MODERATION AND REVIEW
As discussed below the TopChatSites Technology, as developed, overseen and administered by TopChatSites Supervisors may monitor users activities, herein described as "Moderation or Review" by using a system of proprietary, automated identification which is enabled by reporting of activity believed to be against community guidelines, these terms of Services. TopChatSites does not purport to pre-screen user activity, the size and temporal composition of our Users makes such moderation or review impossible or impractical. Instead TopChatSites relies on use of proprietary systems, community of users, or requests by Users to access certain services and features, to trigger Moderation or Review of content, activities or Usage of TopChatSites services. TopChatSites Technology, as overseen by our Users, allows provision of the TopChatSites platform in a manner that furthers community standards and the Acceptable Use Policy. TopChatSites may review or moderate activities when such review is triggered by our proprietary system, however TopChatSites review and moderation is performed at our sole discretion.
The usage of the phrases Moderation or Review, in the context of any Service available through TopChatSites shall not be interpreted to create an obligation or duty to screen, monitor or act upon activities of our Users except to the extent they are brought to our attention by our Community or our proprietary system.
ACCEPTABLE USE Policy
Your use of TopChatSites is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the contents of your communications through the Service, including all websites and applications through which the TopChatSites service is available. By contributing information in or otherwise using any communications service, or other interactive service that may be available to you on or through this Service, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:
- Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains depictions of nudity or simulates sexual acts, or otherwise violates our rules or policies;
- Impersonates any person or entity -- including, but not limited to TopChatSites employees or representatives -- or is deceptive, or misleading, as the identity of the User, for purposes, not limited to, but including, receiving access to features or promotions offered to Users based on gender, or other demographic identifiers.
- Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
- Makes use of third-party services or features in such a way that allows Users to circumvent TopChatSites policies or terms.
- Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
- We neither endorse nor assume any liability for the contents of any Content by third party users of the Service.
TOPCHATSITES MODERATION AND REVIEW
In certain circumstances where temporary User suspensions have occurred for activities that we have reasonable belief are not illegal, TopChatSites may at their sole discretion allow Users to pay a fee to fast track any internal review of account activities in order to restore account access.
If circumstances should warrant it, TopChatSites will cooperate fully with investigations of violations of systems or network security at other sites or services, or with law enforcement authorities in investigating suspected criminal violations.
Moderation and Review is conducted at the discretion of TopChatSites to the extent it is triggered by our proprietary system, or community guideline. TopChatSites assumes no duty or obligation to take such action, and assumes no liability for delays or forbearance of actions. Users consent to TopChatSites 's moderation authority, including removal of content and waive any claim against TopChatSites
INTELLECTUAL PROPERTY INFORMATION
Neither we, nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Service will not infringe the rights of third parties. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Service infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Service believes its copyright, trademark or other property rights have been infringed by a posting on this Service, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
- Identification of the copyrighted work claimed to have been infringed;
- Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
- Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law;
- A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about who repeat claims of copyright infringement are received will be terminated.
Designated Agent for Claimed Infringement:
Your acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Service without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
DISCLAIMER OF WARRANTIES
ALL MATERIALS AND SERVICES ON THIS SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SERVICE AT ANY TIME WITHOUT NOTICE. THE MATERIALS AT THIS SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SERVICE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of this Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
GOVERNING LAW AND JURISDICTION
Wyoming law governs all matters relating to TopChatSites and this agreement and any dispute or claim arising from or related to it (in each case, including non-contractual disputes or claims) without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, this agreement or TopChatSites not subject to arbitration will be instituted exclusively in the federal courts of the United States or the courts of the state of Wyoming in each case located in the city of Sheridan and county of Sheridan, although we may bring any suit, action, or proceeding against you for breach of this agreement in your country of residence or any other relevant country. You waive all objections to the exercise of jurisdiction over you by those courts and to venue in those courts.
Arbitration—Please Read the Following Clause Carefully—It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court
At the Company’s sole discretion, it may require you to submit any dispute arising from or relating to this agreement, the AUP, or the use of TopChatSites to final and binding arbitration with Arbitration Resolution Services, Inc. (ARS). The parties will abide by all rules of ARS as found in their website at www.arbresolutions.com. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. The arbitration will be conducted in the English language. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses. If a party fails to pay any award, the award may be converted to judgment in a court of competent jurisdiction. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.
CLASS ACTION WAIVER
All claims arising out of or relating to this agreement, the AUP, or the Services must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise in writing, the arbitrator must not consolidate more than one person’s claims.
COSTS OF ARBITRATION
In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under the circumstances where the prevailing party won on some but not all of its claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
With the exception of any of the provisions in this Section regarding the Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Agreement and its Legal Disputes Section will continue to apply.
FUTURE AMENDMENTS TO THE AGREEMENT TO ARBITRATE
Notwithstanding any provision in these Terms of Service to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against TopChatSites prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and TopChatSites . We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on TopChatSites .com at least 30 days before the effective date of the amendments and by providing notice by email.
PARTICIPATION IN PROMOTIONS
From time to time, this Service may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
By downloading or using the software, you represent and warrant that you are not located in a jurisdiction where use of these Services are prohibited by law, regulation, or Export Controls. Although this Service may be accessible worldwide, we make no representation that materials on this Service are appropriate or available for use in the jurisdiction, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Service from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any service, and/or information made in connection with this Service is void where prohibited.
TERMINATION OF USE
All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at email@example.com. Notices to you may be sent either via the Platform itself, or to an email address to the extent you have supplied one in the process of account registration. In addition, we may broadcast notices or messages through the Service to inform you of changes to the Service or other matters of importance, and such broadcasts shall constitute notice to you.
You have reviewed the Acceptable Use Policy and agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this Service, nor seek to spam or otherwise, disrupt or interfere with this service.
In addition to any excuse provided by applicable law, we shall be excused from liability for nondelivery or delay in delivery of products and services available through our Service arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
The policies posted on our sites may be changed from time-to-time. Changes take effect when we post them through the TopChatSites Service.