Terms of Service

Last updated: April 27, 2016

Thank you for using the Chatbox.com web site (“Chatbox” or the “Site”) and any of the applications, software or services made available through the Site or by Chatbox Inc. ("Chatbox" or “we” or “us”) (the Site, together with such applications, software or services, collectively, the “Service” and excluding any services provided to you by Chatbox under a separate written agreement).

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE, AND HAVE THE AUTHORITY TO AGREE, TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE CHATBOX PRIVACY POLICY (COLLECTIVELY, THE “TERMS OF SERVICE”). If you are not eligible, or do not agree to the Terms of Service, then please do not use the Service.

These Terms of Service govern your use of the Service as an end user. If you or your employer have entered into a separate written agreement regarding your enterprise use of the Service (including on a trial basis), that agreement shall govern your use of the Service as an operator of Chatbox sessions. In the event of a conflict between the terms of that other agreement and these Terms of Service, the provisions in that other agreement will govern.

If you are entering into these Terms of Service on behalf of a company or business, you represent that you have the authority to bind such entity, its authorized employees and agents, and its affiliates to these Terms of Service. In that case, the terms “you” or “your” shall also refer to such entity, its authorized employees and agents, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with these Terms of Service, you may not use the Service. You acknowledge that these Terms of Service is a contract between you and Chatbox, even though it is electronic and is not physically signed by you and Chatbox, and it governs your use of the Service.

These Terms of Service provide that all disputes between you and Chatbox will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Dispute Resolution and Arbitration provisions in Section 11 below for the details regarding your agreement to arbitrate any disputes with Chatbox.

Chatbox reserves the right to update and change these Terms of Service without notice. If we make a material change to these Terms of Service, we will provide you with reasonable notice prior to the change by posting a notice on the Site. New features that change the current Service shall be subject to these Terms of Service. If you continue to use the Service after any such updates or changes you shall be deemed have consented to such updates or changes. If any update or change to these Terms of Service is not acceptable to you, your only remedy is to stop accessing and using the Service. You can review the most current version of these Terms of Service at any time: www.chatbox.com/legal/terms.html

1. Privacy

Chatbox Privacy Policy Your privacy is very important to us. We designed our Chatbox Privacy Policy to make important disclosures to you about how we collect and use the information you share on Chatbox. We encourage you to read the information contained in the Privacy Policy to make informed decisions.

2. Security; Conditions of Use

Chatbox takes reasonable precautions to protect our users' information. Your information is encrypted before being stored on our servers. We use https to protect information in transit when you use the Chatbox web application. This applies to your personal information and chat messages.

By using the Service you agree to the following:

3. Termination of Service

Chatbox has the right to suspend or terminate your use of the Service and refuse any and all use of the Service for any reason at any time. Chatbox has no obligation to store or maintain any of Your Content.

4. Modifications to the Service, Including Pricing

Chatbox reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice. Chatbox is not liable to you for any modification, suspension or discontinuance of the Service.

5. Third Party Links and Other Services

The Service may contain links and pointers to the other related World Wide Web Internet sites, resources, and sponsors of the Service. Links to and from the Service to other third party sites, maintained by third parties, do not constitute an endorsement by us or any of our subsidiaries or affiliates of any third party resources, or their contents. If you decide to access any of the third-party sites linked to the Service, you do so entirely at your own risk. All such websites are subject to the policies and procedures of the owner of such websites. Because we have no control over such websites or resources or the individuals who make such contributions, you acknowledge and agree that we are not responsible for the availability of such websites or resources or any contributions, neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available from such websites or resources or the content of any contributions and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

You may be able to enable, access or use third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or which you may connect or enable in conjunction with the Service (collectively, “Other Services”). If you decide to enable, access or use Other Services, be advised that your access and use of Other Services is governed solely by the terms and conditions of such Other Services and Chatbox does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Other Services including, without limitation, their content or the manner in which they handle data (including Your Content) or any interaction between you and the provider of such Other Services. You irrevocably waive any claim against Chatbox with respect to such Other Services. Chatbox is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Other Services, or your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites or applications. By enabling any Other Services, you are expressly permitting Chatbox to disclose Your Content as necessary to facilitate the enablement and use of such Other Service.

6. Copyright and Content Ownership

All of Your Content must comply with all applicable law, including all intellectual property laws.

We claim no intellectual property rights over Your Content. Your Content remains yours. However, if you or anyone else makes any of Your Content public, you agree to allow others to view and share Your Content. In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Content. For example, we need to be able to transmit, store and copy Your Content in order to display it to you and other users you are participating in a Chatbox with, to index it so you and the others you are communicating with are able to search it, to make backups to prevent data loss, and so on. Your Content may also be used and collected by any other user of the Service that you communicate with while using the Service. Your acceptance of these Terms of Service gives us the permission to do so and you hereby grant to Chatbox a worldwide, non-exclusive, sublicenseable, royalty-free right and license to fully exercise and exploit Your Content (in whole or in part) in connection with our provision of the Service. This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.

Chatbox does not screen Content, but we have the right (but not the obligation) in our sole discretion to refuse or remove any Content (and/or to terminate or suspend any account or prevent the use of the Service by any user) that we determine in our sole discretion contains Content that is illegal, obscene, objectionable or violates any party's intellectual property or these Terms of Service. Chatbox also reserves the right to interrupt your use of the Service and access Your Content in order to respond to your requests for technical support.

From time to time you may give Chatbox suggestions or feedback about the Service. If you do so, you hereby grant to Chatbox a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, paid-up, irrevocable right (including moral rights) and license to fully exercise and exploit such suggestions or feedback (and all related rights) for any purpose.

The Service and all Content available on the Service is protected by United States and foreign intellectual property laws. Other than Your Content, you have no rights in or to any such Content, and you will not use, copy or display such Content except as permitted under this Agreement in connection with the Service. The Service (including the look and feel thereof) is protected by intellectual property laws, and except for the limited right to access and use the Service as permitted through these Terms of Service, no license or other right under any intellectual property rights of Chatbox or any of its affiliates is granted to you in connection with the Service. Without limiting the foregoing, you may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of the Service without expressed written permission from Chatbox.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright, you (or your agent) may send Chatbox a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Service should be sent to Chatbox at:


By mail:
President
Chatbox Inc.
14419 Greenwood Ave N.
Suite A-373
Seattle, WA 98133
USA

By email: legal@chatbox.com

7. Security

You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Chatbox’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. We try to keep the Service bug-free and secure; however, we cannot guarantee that we will be successful in doing so, so your use of the Service is at your own risk. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Chatbox will have no liability to you for any unauthorized access to or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

You acknowledge, consent and agree that Chatbox may access, preserve and disclose Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms of Service; (iii) respond to claims that any of Your Content violates the rights of third parties; or (iv) protect the rights, property or personal safety of Chatbox, its users and the public.

8. Disclaimer of Warranties

THE SERVICE, INCLUDING WITHOUT LIMITATION THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CHATBOX (ON BEHALF OF ITSELF AND ITS AFFILIATES) EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CHATBOX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR SERVICES OBTAINED BY YOU FROM CHATBOX OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

9. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CHATBOX (OR ITS AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, CHATBOX AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TERMS OF SERVICE BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF SERVICE.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Indemnification

You shall defend, indemnify, and hold harmless Chatbox and its affiliates from and against any liabilities, damages, losses, claims, actions or demands, including without limitation reasonable legal and accounting fees, incurred by Chatbox and arising or resulting from (a) your breach of this Agreement, (b) any of Your Content that is uploaded, posted or otherwise transmitted to or through the Service, (c) any disputes or claims made by third parties that were provided access to the Service by you, or (d) your other access, contribution to, use or misuse of the Service. Chatbox shall provide notice to you of any such claim, suit or demand. Chatbox reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Chatbox’s defense of such matter.

11. Dispute Resolution and Arbitration

11.1 Generally.

In the interest of resolving disputes between you and Chatbox in the most expedient and cost effective manner, you and Chatbox agree that any and all disputes arising in connection with these Terms of Service shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms of Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms of Service. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND CHATBOX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

11.2 Exceptions.

Notwithstanding subsection 11.1 of these Terms of Service, both you and Chatbox agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.

11.3 Arbitrator.

Any arbitration between you and Chatbox will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Chatbox.

11.4 Notice; Process.

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Chatbox's address for Notice is: Chatbox Inc., 14419 Greenwood Ave N – Suite A-373, Seattle, WA 98133. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Chatbox may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Chatbox shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Chatbox shall pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by Chatbox in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00, whichever is greater.

11.5 Fees.

In the event that you commence arbitration in accordance with these Terms of Service, Chatbox will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in King County, Washington, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Chatbox for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

11.6 No Class Actions.

YOU AND CHATBOX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Chatbox agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

11.7 Modifications.

In the event that Chatbox makes any future change to this arbitration provision (other than a change to Chatbox's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Chatbox's address for Notice, in which case your access to Chatbox shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.

11.8 Enforceability.

If Subsection 11.6 is found to be unenforceable or if the entirety of this Section 11 of these Terms of Service is found to be unenforceable, then the entirety of this Section 11 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 13 shall govern any action arising out of or related to these Terms of Service.

12. Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

We may send you electronic messages to, among other things, alert you that you have been invited to participate in a Chatbox, alert you to activity that has occurred in a Chatbox in which you are a participant and alert you that you have been specifically mentioned by another user in a Chatbox in which you are a participant. By using this Service, you expressly consent to receiving these types of electronic messages described above. If at any time you believe you are receiving messages from us that you believe you should not be receiving, please email us at support@chatbox.com.

13. General

The failure of Chatbox to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service constitutes the entire agreement between you and Chatbox and govern your use of the Service, superseding any prior agreements between you and Chatbox except as otherwise stated herein (including, but not limited to, any prior versions of these Terms of Service)

These Terms of Service shall be governed by the laws of the State of Washington without regard to the principles of conflicts of law. Subject to Section 11 of these Terms of Service, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Seattle, Washington, USA for the purpose or resolving any dispute relating to your access to or use of the Service.

Questions about these Terms of Service should be emailed to support@chatbox.com.