Chatpages Terms of Service

1. Your Acceptance

Welcome to the Terms of Service for the Chatpages website and mobile application. This is an agreement (“Agreement”) between Yoyozi, Inc. (“Chatpages”), the owner and operator of the Chatpages website, the application, and any products and services provided via the website or application (collectively referred to as the “Platform”) and you (“you”, “your” or “user(s)”), a user of the Platform.

Throughout this Agreement, the words “Chatpages,” “us,” “we,” and “our,” refer to our company, Yoyozi, Inc. and the Platform, as is appropriate in the context of the use of the words.

By clicking “I agree”, accessing our Platform, or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Terms of Service or Privacy Policy and may notify you when we do so.

If you do not agree to the Terms of Service or the Privacy Policy please cease using our Platform immediately. Users of our Platform must be 13 years of age or older.

2. Signing Up for Chatpages Service

Users may be required to register before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. Users are required to provide truthful and accurate information when registering for our Platform and must be over the age of 13. Users may only register for one account and may not register for others. If you are registering for a business, you represent and warrant that you are the owner or are otherwise authorized to create and register an account for that specific business.

3. Platform Availability

p>Although we will try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform may not always be either 100% reliable or available. Only users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work as stated, or that it will give you any desired results.

4. Platform Disclaimer

Please be aware that our Platform and any information found within it are offered “as-is.” Chatpages does not endorse and may not verify any of its users or any content submitted by users found through the Chatpages Platform. You agree that any User Content (defined below) or any other information may be inaccurate, unsubstantiated or possibly even incorrect. We cannot guarantee that using our Platform will result in any benefits or positive results for you. You agree to release us from any liability that we may have to in relation to your use of our Platform.

5. Modification of Platform

We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.

6. License Grant

After properly registering for the Platform, we grant you a personal, non-exclusive, fully revocable, non-commercial, non-assignable, non-transferable, limited license to use and access our Platform as permitted by us. As a user, you do not receive any ownership interest in the Platform; you merely receive the aforementioned license listed above. All rights not explicitly granted are reserved for Chatpages. You agree to abide by the following licensing restrictions listed below:

  1. You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it.
  2. You may not share your license with any other parties unless permitted by us in writing.
  3. You may not violate any laws, rules or procedures of the United States.
  4. You may not violate any of our additional policies.
  5. You may not use our Platform except through specific channels provided by us.
  6. You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake.
  7. You may not sell, lease, loan, distribute, transfer, or sublicense the Platform.

Please be aware that this is not an all-encompassing list of restrictions, if you breach any of these restrictions, we may revoke your license to use our Platform, at our discretion. Additionally, we may revoke or restrict your access to our Platform if we believe that your actions may harm Chatpages or the Platform itself. We may terminate this license at any time, if you wish to terminate this license please contact us or simply uninstall the Platform. Failure by us to revoke your license does not act as a waiver of your conduct.

7. Use of Chatpages

When using our Platform, you are responsible for your and for any use of Chatpages made using your account. You agree not to access, copy, or otherwise use the Chatpages Platform, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Chatpages. You agree to abide by the following:

  1. You will not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
  2. You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;
  3. You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;
  4. You will not use automated bots or other software to send more messages through our Platform than humanly possible;
  5. You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  6. You will not collect or harvest any personally identifiable information, including account names, from the Platform;
  7. You agree not to libel, defame, stalk, harass, bully or harm another individual who uses our Platform;
  8. You agree not to impersonate any person or entity or misrepresent your affiliation with a person or entity;
  9. You agree that you will not hold Chatpages responsible for your use of our Platform;
  10. You agree not to violate any requirements, procedures, policies or regulations of networks connected to Chatpages;
  11. You agree not to interfere with or disrupt the Platform;
  12. You agree not to hack, spam or phish us or other users;
  13. You agree to provide truthful and accurate content;
  14. You agree to not violate any law or regulation and you solely are responsible for such violations;
  15. You will not use our Platform to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, fraudulent content;
  16. You agree not to use our Platform for any illegal or other unlawful activity; and
  17. You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Chatpages reserves the right to suspend or terminate any account at any time without notice or explanation.

8. User Content

Chatpages may allow you to submit business listings or communicate with businesses through the Platform. Such business listings and any other content submitted including but not limited to text, images, pictures, videos, or other media shall be referred to as “User Content”. When submitting any User Content, please ensure that such User Content is accurate. We are not required to host, display, or distribute any of your posts and we may refuse to accept or transmit any User Content or delete your User Content from Chatpages at any time. You understand that when using the Platform you may be exposed to User Content from a variety of sources, and that Chatpages is not responsible for the accuracy, validity, or usefulness of any User Content created by others. You agree that you are solely responsible for any User Content submitted and that we cannot guarantee the absolute safety and security of any such information. When submitting any User Content you represent and warrant to us that you own such User Content or have paid for the rights to use such User Content. Chatpages may at its discretion remove, modify, or delete any User Content submitted by you to the Platform.

When you submit User Content to us, you grant Chatpages and its affiliates, users, representatives and assigns a non-exclusive, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of your User Content and anything we may make with your User Content through Chatpages or any other medium currently invented or invented in the future. We reserve the right to display advertisements in connection with your User Content, and to use your User Content to advertise and promote Chatpages. Additionally, although you own all User Content submitted by you, we own all layouts, arrangement, metadata and images that are used to render your User Content through our Platform. This license grant shall survive the termination of this Agreement.

9. User Content Guidelines

Any User Content submitted to the Platform shall be subject to Chatpages’s subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following:

  1. Pornographic material, including any material appealing to the prurient interests;
  2. Racial, ethnic, political, hate-mongering or otherwise objectionable content;
  3. Investment, money-making opportunities or advice not permitted under law;
  4. Gratuitous violence or profanity;
  5. Material that defames, misrepresents, abuses, or threatens physical harm to others;
  6. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
  7. Software pirating;
  8. Contain links to spam or adult-related websites;
  9. Infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party;
  10. Any illegal activity whatsoever; and
  11. Misleading or otherwise unauthorized material.

In the event that any User Content is found to be offensive or otherwise not in keeping with Chatpage’s company image, Chatpages shall notify the user of its violation and terminate this Agreement, at Chatpages’s sole decision and discretion.

10. Location Information

In order to provide you with localized results through our Platform we may use your mobile device’s GPS and location information. This information allows us to deliver the most up to date and relevant results. Therefore, by using the Platform agree to provide us with your location information. Please be aware that your location information may be shared with other users in order to allow you to interact through the Platform.

11. Messaging and Data

You may be able to access your Platform through your mobile device or cellphone. If you access the Platform through your mobile device, the Platform may be able to communicate with you through push notifications or text messages. If you do not wish to receive such messages you may deactivate them through the Platform or within your mobile device’s settings panel. Please be aware that data and messaging rates may apply depending on your carrier and cellphone service provider when using or accessing our Platform. Please be sure to check your data plan to understand any relevant costs incurred by your use of our Platform. We cannot be responsible for any fees charged by your data or cellphone carrier.

12. Intellectual Property

The name “Chatpages”, the design of the Chatpages Platform along with the Chatpages created text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein (“Marks”), are owned by or licensed to Chatpages, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Chatpages reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution anything contained within the Platform unless we have given express written permission.

13. Payments

In order to use portions of the Platform, including but not limited to creating business listings, users may be required to provide their payment information. Before paying, please review the payment screen to ensure that the charges are properly listed. Please be aware that you may be able to choose monthly recurring payment options. Upon payment, including recurring payment, YOU EXPRESSLY AUTHORIZE US TO CHARGE ANY PAYMENTS LISTED ON THE PLATFORM TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD. Please be aware that all credit card information will be stored, secured, and processed by third party payment processors. If you have any issue with any payments or problems please contact us at info@chatpages.co.

14. Refunds

As we offer access to the Platform, we can only offer refunds for your current subscription period and past payments cannot be refunded. Please be aware that all refunds are issued at the sole discretion and judgment of Chatpages. If you believe that a payment has been made in error or if you wish to request a refund, please contact us at info@chatpages.co.

15. Representations and Warranties

THE PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER CHATPAGES, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) ANY INFORMATION PROVIDED VIA THE PLATFORM; OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO CHATPAGES OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

CHATPAGES DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. CHATPAGES DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, OR USEFUL. CHATPAGES DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND CHATPAGES SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

16. Limitation of Liability

IN NO EVENT SHALL CHATPAGES, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (III) ANY INTERRUPTION, MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (V) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, OR (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by Chatpages’s negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID TO USE OUR PLATFORM.

17. Indemnity

You agree to defend, indemnify and hold harmless Yoyozi, Inc. , its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

  1. your use of and access to the Chatpages Platform;
  2. your actions as a user;
  3. your violation of any term of this Agreement; or
  4. your violation of any third party right, including without limitation any copyright, property, or privacy right.

This defense and indemnification obligation will survive this Agreement and your use of the Chatpages Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

18. Copyrights

We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:

  1. Your name.
  2. The name of the party whose copyright has been infringed, if different from your name.
  3. The name and description of the work that is being infringed.
  4. The location on our website of the infringing copy.
  5. A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
  6. A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Chatpages, info@chatpages.co.

19. Choice of Law

This Agreement shall be governed by the laws in force in the state of New Jersey. The offer and acceptance of this contract is deemed to have occurred in the state of New Jersey.

20. Disputes

Any dispute relating in any way to your visit to the Platform shall be submitted to confidential arbitration in Fairfield, NJ. Arbitration under this Agreement shall be conducted pursuant to the applicable rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, you agree that any actions shall be brought solely in a court of competent jurisdiction located within or otherwise nearest to Fairfield, NJ.

21. Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

22. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with Chatpages are deemed to conflict with each other’s operation, Chatpages shall have the sole right to elect which provision remains in force.

23. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

24. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Arbitration, Licensing, Disclaimers, Indemnity, and Affiliate sections.

25. Termination

Users which are not Affiliates may terminate this Agreement by providing written notice (via email) to Chatpages or by uninstalling the Platform on their mobile device. Chatpages may terminate this Agreement at any time by providing written notice (via email or Platform) to any specific user.

26. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.

27. Electronic Communications

The communications between you and Chatpages use electronic means, whether you visit the Platform or send Chatpages e-mails, or whether Chatpages posts notices on the Platform or communications with you via e-mail. For contractual purposes, you (1) consent to receive communications from Chatpages in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Chatpages provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

28. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Chatpages must be sent to our agent for notice to: info@chatpages.co

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

29. Export Controls

The Platform and the underlying information and technology may not be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

30. Additional Terms for Affiliates

The following sections 30-37 apply specifically to the Chatpages Affiliate Program. As an incentive to share the Platform with others, Chatpages has implemented an Affiliate program; users taking part in the Affiliate program shall be referred to as “Affiliates”. In order to join the Chatpages Affiliate program, a user may be required to provide additional information. We reserve the right to reject any users who wish to join the Affiliate program. Furthermore, Chatpages reserves the right to terminate any Affiliates at any time, at our discretion.

Payments

Once accepted into the Affiliate program, Affiliates shall be provided with a unique link or identifier to track referrals (“Tracker”). Affiliates are solely responsible for ensuring that the Tracker functions properly. Referrals shall be counted by the Tracker and successful referrals (“Qualified Referral”) shall be determined in the sole discretion of Chatpages. Chatpages agrees to pay Affiliate a referral fee for each Qualified Referral as outlined on the Platform. Affiliates shall be notified by Chatpages for each Qualified Referral received. In the event of a dispute relating to any Qualified Referrals, Chatpages shall have the sole discretion in deciding the outcome of such a dispute. During the duration of the dispute, Chatpages shall not be required to pay the Affiliate any referral fees. Payment shall be issued on an as requested basis using monthly periods. Payment will be made to Affiliate no later than 15 calendar days after the end of each calendar month. Affiliate’s account must have a minimum of fifty dollars ($50) USD earned before each or any payment is issued. Affiliate shall be paid in USD and in a manner as agreed upon by the parties. Chatpages shall not be responsible to pay Affiliate any referral fees, where such referral fees have been earned on the accounts of any users who have failed to pay their subscription or listing fees as necessary.

Additional Guidelines for Affiliates

Affiliate agrees that it may not bind Chatpages and shall not misrepresent its relationship with Chatpages. Furthermore, Affiliates may not:

  1. Send spam messages or violate any US laws.
  2. Create more than one Affiliate account.
  3. Attempt to inflate their commissions by circumventing or otherwise compromising our systems.
  4. Create or post any ads that contain the Chatpages Marks, without first receiving written permission from Chatpages.
  5. Collect, scrape, or store data about other users or Affiliates.
  6. Commit fraud or preform any illegal activities through your use of the Affiliate program.
  7. Post ads that are misleading, harmful, not up to community standards, offensive, illegal, hateful, pornographic, or otherwise distasteful.
  8. Post ads using malware, viruses, pop-unders, pop-overs, or other spammy technology.

We may suspend or terminate your Affiliate account immediately, if you violate any of these guidelines or at our discretion.

31. Term and Termination for Affiliates

Upon successful registration as an Affiliate, the user shall be deemed an Affiliate for the purposes of this Agreement. The Affiliate term shall continue indefinitely until terminated by either party subject to this Agreement’s termination provisions. Chatpages may terminate this Agreement at any time and for any reason by giving written notice via email or the Platform to the Affiliate. Affiliate may terminate this Agreement by providing written notice to Chatpages via the Platform or via email. Please be aware that upon termination by Affiliate, any outstanding payments owed to Affiliate shall be forfeited.

32. Taxes

Affiliate agrees to pay and withhold all taxes as required by their local laws and jurisdictions. In some instances Chatpages may withhold taxes for Affiliate. However, Affiliate agrees that Chatpages is not required to, cannot, and will not provide Affiliate with any tax or legal advice.

33. Fraud

Chatpages actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined in Chatpages’s sole discretion, Affiliate’s account will be made inactive pending further investigation. After determining that Affiliate has participated in fraudulent or deceptive activity, Chatpages may terminate Affiliate’s account and Affiliate shall not be entitled to any compensation that is owed but unpaid.

34. Affiliate Warranties

Affiliate represents, warrants, and covenants as follows:

  1. Affiliate has the ability and the right to grant the permissions required to effectuate this Agreement;
  2. Affiliate has not entered into any previous agreements which would limit its ability to undertake or perform this Agreement;
  3. Affiliate will comply in good faith with Chatpages’ directions and all other agreements provided; and
  4. Affiliate shall abide by all laws and regulations of the US and is capable of undertaking this Agreement without infringing on the rights of third parties.

35. Specific Limitations of Liability and Disclaimers for Affiliates

Unless otherwise provided in this Agreement, in no event shall Chatpages be liable to the Affiliate for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. UNDER NO CIRCUMSTANCES SHALL CHATPAGES BE LIABLE TO ANY AFFILIATE FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY CHATPAGES TO AFFILIATE DURING THE PRECEDING MONTH.

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, CHATPAGES CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE PLATFORM. WITHOUT LIMITING THE ABOVE, THE PLATFORM, CHATPAGES CONTENT AND ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, AND CHATPAGES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABBILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, CHATPAGES DOES NOT REPRESENT OR WARRANT (A) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS ON THE PLATFORM, (B) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, OR (C) ANY INFORMATION WILL BE CORRECT, COMPLETE, OR ACCURATE. SOME JURISDICTIONS LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU. Where not permitted Chatpages does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

Chatpages makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Chatpages content or its Platform. Chatpages has no liability to Affiliate for unapproved materials, including all copy, images, URL names, and search terms used by Affiliate.

36. Relationship of Parties

The parties agree that Chatpages is acting as an independent contractor in performing any services contemplated under this Agreement and that the relationship between the Chatpages and Affiliate shall not constitute a partnership, joint venture or agency. Neither Chatpages nor any of Chatpages’s employees or agents (i) is an employee, agent or legal representative of Affiliate, or (ii) shall have any authority to represent Affiliate or to enter into any contracts or assume any liabilities on behalf of Affiliate. Neither Affiliate nor Affiliate’s employees or agents (i) is an employee, agent or legal representative of Chatpages, or (ii) shall have any authority to represent Chatpages or to enter into any contracts or assume any liabilities on behalf of Chatpages.

37. Entire Agreement

This Agreement along with the Privacy Policy and any other supporting agreements provided by Chatpages constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party.

Last Updated: September 7, 2015