INTRODUCTION
ChatPlace, Inc. (“ChatPlace,” “Company,” or “we”) welcomes you to use our website https://chatplace.io and the services and offerings made available to you through this website, including, without limitation, software, data feeds, information, tools, features, and functionalities available on our website and/or all and any customer service solutions offered and operated by ChatPlace (together the “Service”). These Terms of Use (“Terms”) describe the terms and conditions that govern your use of or access to our Service. The Terms constitute an agreement between you and us, so please read these Terms carefully.

By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy (https://chatplace.io/privacy-policy), and the other rules provided with the Service, whether or not you are a registered user of our Service. You acknowledge that you have read and understood Agreements and by accessing or using the Service, you agree to be bound by these Agreements and the other rules provided with the Service, whether or not you are a registered user of our Service. You further represent and warrant that you have the right, authority, and capacity to accept these Terms and to abide by them, and that you have fully read and understood the Terms without any impairment in judgment resulting from (but not limited to) mental illness, intoxication, medication, or any other health or other problem that could impair judgment. Your use of the Service constitutes your acceptance of the Terms.

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT ACCEPT OR UNDERSTAND THE TERMS, PLEASE DO NOT USE OR ACCESS THE SERVICE.

Changes to the Terms

The Terms can be updated from time to time. Please check back periodically for the latest version of the Terms. If there are any significant changes made to the Terms, we will notify you. Your use of the Service following any changes to these Terms constitutes your acceptance of any such changes.

YOUR USE OF THE SERVICE
Eligibility

You must be at least 18 years old to access, use, or register with the Service.

Your Account and Your Information

You have to create an account to access the Service. We may hold different types of accounts for different types of users.

You must protect any passwords or other credentials associated with your account in the Service and take full responsibility for any use of the account under your password. You agree to notify us of any breach of security or unauthorized use of your account.

Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service.

License to Use the Service

We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the downloadable software included in the Service. You are not allowed to resell or commercially use any part of the Service or its contents and materials.

USER CONTENT
You own all data, information, photos, text, and other materials that you upload, post, provide, develop, operate, or display in the Service (“User Content”). You agree that your User Content will not violate any applicable law or any third-party rights.

You acknowledge and agree that in order to use the Services you will provide access to certain third-party accounts, and in doing so, we will have access to your communications, regardless of whether such communications are related to the Services. Such communications may include trade secrets or other confidential or proprietary information about your business, employees, or other highly sensitive issues. Although we take security and privacy very seriously, we make no warranty or guarantee to you regarding the security or confidentiality of any User Content.

We do not take any ownership rights in the User Content. But you grant us a non-exclusive, assignable, royalty-free, perpetual, non-revocable, worldwide license to use, copy, modify, reproduce, store, display, publish, and distribute the User Content, including for the purpose of promoting the Service. This license will last for a period that is commercially reasonable for us to use the User Content.

Upon your request, we will use commercially reasonable efforts to remove your User Content, but we can’t guarantee that some of your User Content isn’t stored in a general backup or archive of our systems. We are not responsible or liable for the failure to remove or delete any of your User Content.

PROHIBITED ACTIVITIES
The following restrictions apply to your use of the Service. You are not allowed to:

• copy, alter, modify, display, or otherwise create derivative works of the Service;
• disassemble, decompile, reverse-engineer, or derive the source code of the Service;
• interfere with or disrupt the Service;
• transmit viruses, malware, or other malicious software;
• attempt to gain unauthorized access to the Service;
• sell, rent, transfer, or otherwise assign any rights to the Service to any third party;
• make access to your account available to multiple users;
• upload, post, or transmit any content which is defamatory, fraudulent, false, harassing, harmful to reputation, or infringing the privacy rights of any other person;
• upload, post, or transmit any content which is abusive, pornographic, indecent, profane, obscene, hateful, libelous, illegal, or violative of third-party rights;
• send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; or
• access or use the Service in violation of any applicable local or international laws.

We reserve our right to remove from the Service any content that violates these restrictions or to suspend or terminate your account for violation of these Terms.

FEES AND PAYMENT
Service is provided on a paid subscription basis. By purchasing access to the paid subscription (“Subscription”), you agree to pay a monthly fee (“Subscription Fee”). Current prices are listed on our website: https://chatplace.io/pricing.

If you wish to purchase any Subscription through our Service (“Purchase”), you may need to provide information such as your credit card number, expiration date, billing address, and shipping information. All fees are non-refundable, though we may issue refunds at our discretion.

You represent and warrant that: (i) you have the legal right to use the provided payment method(s) for any Purchase; and (ii) the information you provide is accurate and complete.

A valid payment method, including credit card, is required to process the payment for your subscription. You must provide us with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription Fees incurred through your account to any such payment instruments.

Visa, Mastercard, and American Express, are all valid, acceptable forms of payment to be used via Platform (“Payment Method”). For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.

For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details. Payment processing services are provided by Stripe and are subject to the Stripe Services Agreement located at https://stripe.com/legal/ssa. By agreeing to these Terms or continuing to use the Service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of ChatPlace enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and/or your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe. Payments for Pro Plan and Unlimited Plan paid subscriptions are also possible via bank transfer, subject to terms provided by our technical support or ChatPlace officials.

We reserve the right to refuse or cancel your Subscription at any time due to reasons such as product availability, pricing errors, order errors, or suspected fraud or unauthorized transactions.

Upon completing your account registration, you receive a free subscription (“Free Plan”) with limitations on the number of customers and other restrictions. If you exceed the customer limit on your Free Plan, the Services will be terminated unless you upgrade to a paid subscription for the Pro Plan or Unlimited Plan. If you exceed the limit of available interactions during the paid period of the Pro Plan, the Service will charge for each additional package, which includes more interactions. The number of additional packages is unlimited.

You agree to pay the Subscription Fee via credit card or another accepted Payment Method. If you purchase a Subscription, you authorize us to charge you automatically each month or other recurring period unless and until you cancel the Subscription. The cancellation will take effect the day after the last day of the current Subscription period. Should automatic billing fail to occur for any reason, your account will be downgraded to the Free Plan.

We may introduce new features for additional fees or change pricing at any time. We will notify you in advance of any price changes. Your continued use of Service after Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription Fee amount.

INTELLECTUAL PROPERTY
Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of ChatPlace and its licensors. This includes but is not limited to software, design elements, text, graphics, videos, and other materials created and provided by ChatPlace. All rights, titles, and interests in and to the Service, including any updates, enhancements, and modifications, are reserved by ChatPlace and its licensors. Users are granted access to use the Service as provided but do not gain any ownership rights to any part of the Service or its content. Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of ChatPlace.

Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to support@chatplace.io, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims.”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
• a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
• identification of the URL or other specific location on Service where the material that you claim is infringing is located;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at support@chatplace.io.

UPDATES TO THE SERVICE
We may issue updates or upgrades to the Service and disable access to the Service for any period of time or permanently. The Service is subject to scheduled and unscheduled service interruptions.

You consent to automatic updates or upgrades of the version of the Service that you are using on your device to a new version.

You agree that we will not be liable to you for any interruption of the Service.

PRIVACY
Our Privacy Policy https://chatplace.io/privacy-policy explains how we collect, use, and protect your personal data.

When you collect or transmit any personal data through the Service, you must follow all laws and obtain all permissions from each data source to transmit such data through the Services. You agree not to:

• use a username that is the name of another person with the intent of impersonating that person;
• provide any false personal data to us or create any user account for anyone other than yourself without such person’s permission;
• engage in unauthorized collection of users’ information or access the Service by automated means, including bots or scrapers; or
• reveal any personal data related to another user, including address, phone number, email, credit card number, or any information that may otherwise identify another user.​​

TERM AND TERMINATION
You may stop using the Service or delete your account at any time.

We reserve the right to discontinue the Service at any time without notice. We may also terminate or suspend your access to the Service without notice if (a) you violate these Terms or (b) we are required to do so to comply with a legal requirement or court order.

If you don’t pay for the Services for the period exceeding 3 consequent months, and your free subscription has concluded, we may disconnect any of your linked third-party accounts from the Services. If you don’t pay for the Services for the period exceeding 6 consequent months, we may delete your account at the Services in whole together with your client base.

GENERAL TERMS
Links to Third-Party Websites

Our Service may contain links to third party web sites or services that are not owned or controlled by us.

We have no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU ACKNOWLEDGE AND AGREE THAT CHATPLACE WILL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY WEB SITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD-PARTY WEB SITES OR SERVICES THAT YOU VISIT.

Disclaimer of Warranties

THESE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability & Indemnity

We make no warranty of completeness, accuracy, availability, timeliness, security, or reliability of the Service or any content in the Service. We will not be liable for any damages, including loss of profits, loss of data, or other losses resulting from:

• any interruption of the Service;
• any content of any third party on the Service, including any defamatory, offensive, or illegal conduct of other users or third parties;
• any content obtained from the Service; or
• unauthorized access, use, or alteration of any material or content.

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF CHATPLACE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

In no event will ChatPlace’s total liability arising out of or in connection with Terms or from the use of or inability to use the Services or content exceed the maximum aggregate amount equal to USD 1,000 (one thousand).

Governing Law and Resolution of Disputes

All claims relating to these Terms or the Service will be governed by the laws of the State of New York, excluding its conflict-of-laws rules. Any claim will be resolved by the American Arbitration Association or JAMS.

You agree that any cause of action arising out of or related to the Service must commence within 1 year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

YOU AGREE NOT TO BRING OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ANY DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THE USE OF SERVICE WILL BE RESOLVED ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

MISCELLANEOUS
These Terms together with any applicable order form constitute the entire and exclusive understanding and agreement between ChatPlace and you regarding the Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between ChatPlace and you regarding the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null.

Any notices or other communications provided by ChatPlace under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

No waiver by Company of any term or condition set forth in Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms will not constitute a waiver of such right or provision.

If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

CONTACT INFORMATION
If you have any questions about these Terms, you can contact us at support@chatplace.io.