Last Updated: January 29, 2024
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU HAVE NO RIGHT TO AND MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON CUSTOMER’S (DEFINED BELOW) ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
TERMS OF SERVICE
Welcome to Chatstrike. Please read on to learn the terms and conditions that govern your use of our website(s) and the products and services that you order or use (collectively, the “Service” or “Services”). Your purchase of any Services will also be governed by any other terms made availably by us to you during the sales process. If you have any questions, comments, or concerns regarding this Agreement or the Services, please contact us at support@chatstrike.com.
These Terms of Service (the “Agreement”) are a binding contract between you and Chatstrike, Inc. (“Chatstrike,” “we” and “us”). They cover important information about Services provided to you and any charges, taxes, and fees we bill you for any paid Services. These Terms include information about future changes to these Terms, automatic renewals, limitation of liability, a class action waiver and resolution of disputes by arbitration instead of in court. By mutually executing an order form or similar document that references this Agreement (each, an “Order Form”) or by clicking a button, checking a box, using our Services in any way or otherwise indicating your acceptance, you or the entity you represent (“Customer” or “you”) agree that you have read and agree to this Agreement. You represent and warrant that you are authorized to bind Customer. This Agreement will remain in effect while you use the Services. This Agreement includes the provisions in this document as well as those in the Privacy Policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. Chatstrike reserves the right to modify the terms and conditions of this Agreement at any time, and Chatstrike will make commercially reasonable effort to provide Customer with notice of such change by email and/or by another reasonable means.
Order Forms; Access to the Service. Upon mutual execution, each Order Form, if any, shall be incorporated into and form a part of the Agreement. To the extent any terms in this Terms of Service conflict with any terms in the Order Form, the Order Form should govern. Subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on any applicable Order Form), Chatstrike grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Services for the internal non-commercial business purposes of Customer, only as provided herein and only in accordance with Chatstrike’s applicable official user documentation for such Service (the “Documentation”). The Services are subject to modification from time to time at our sole discretion for any purpose deemed appropriate by us.
Eligibility. To use the Services, you represent and warrant that you are an entity or individual authorized to act on behalf of an entity and have gotten all appropriate permissions to enter into and form a binding contract. You are responsible for complying with all applicable laws and regulations, including but not limited to Children’s Online Privacy Protection Act (“COPPA”) to the extent you allow minors to access our Services. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
Chatstrike Account. You may be required to sign up for an account, select a password and user name (“Chatstrike User ID”), and provide us with certain information or data, such as your contact information,. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Chatstrike User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You will not share your Chatstrike User ID, account or password with anyone, and you must protect the security of your Chatstrike User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Chatstrike User ID and account.
User Submissions. Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You understand and agree that Chatstrike, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
License. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information. For all User Submissions, you hereby grant Chatstrike a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected. If you store a User Submission in your own personal Chatstrike account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Chatstrike the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so. If you share a User Submission in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Chatstrike the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, but you understand and agree that it may not be possible to completely delete that content from Chatstrike records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
Social Networks. Certain features of the Services allow you to share information with others, including through your social networks or other where you have an account (“Third Party Accounts”). When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize Chatstrike to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.
Implementation. Upon payment of any applicable fees set forth in each Order Form, Chatstrike agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Chatstrike provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Chatstrike otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Chatstrike at its then-current hourly rates for consultation.
Support; Service Level. Subject to Customer’s payment of all applicable fees, Chatstrike will provide support, maintenance service, and uptime for each Service in a professional and workmanlike manner and, if applicable, in accordance with the support package selected by Customer on the applicable Order Form.
Service Updates. From time to time, Chatstrike may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Chatstrike shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Chatstrike may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that Chatstrike shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
Modification or Discontinuation of Free Services. Chatstrike reserves the right, at its sole discretion, to modify, discontinue, or terminate any ‘Free Forever’ plan or any other free service offering, at any time and without prior notice. If we discontinue any free service, we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the service.
Ownership; Feedback. As between the parties, Chatstrike retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Chatstrike for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Chatstrike with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Chatstrike notwithstanding anything else. Chatstrike acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Customer shall, and hereby does, grant to Chatstrike a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Chatstrike’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
Fees; Payment. The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. Customer shall pay Chatstrike fees for the use of the Service as set forth in an Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be charged to the credit card associated with Customer’s account on a 30-day basis beginning thirty (30) days after Customer’s submission of its credit card information(such submission, a “Subscription”, and each such 30-day period, a “Subscription Term”).
We use a third party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (“Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, CONTACT CHATSTRIKE SUPPORT@CHATSTRIKE.COM.
Chatstrike reserves the right to change the Fees in any manner and at any time. Any changes to the Fees will take effect following notice to Customer. If applicable, past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on Chatstrike’s net income). All Fees paid are non-refundable and are not subject to set-off.
Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Chatstrike product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Chatstrike may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); or (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service (or any information, data or content made available through the Service), whether through use of manual or automated means. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service, including but not limited to User Submissions. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Chatstrike, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Chatstrike shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Chatstrike is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Chatstrike’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is sixty (60) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Chatstrike may (i) internally use and modify Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated Anonymous Data (as defined below), (ii) if Customer communicates or otherwise interacts with another party on the Service (the “Receiving Party”), disclose Customer Data with such other party as necessary to provide the Service to Customer, and (iii) freely use and make available Aggregated Anonymous Data for Chatstrike’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Chatstrike’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Chatstrike in connection with Customer’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer. Customer acknowledges and agrees that Chatstrike is not responsible for any use or disclosure of Customer Data by the Receiving Party. You may not share any data that you may access through our Services with any third parties without our prior written consent.
Communication. As part of the Services, you may receive communications through the Services including messages that Chatstrike sends you (for example, via email or SMS). When signing up for the Services you may receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless phone number, you confirm that you want Chatstrike to send you information that we think may be of interest to you, which may include Chatstrike using automated dialing technology to text you at the wireless phone number you provided, and you agree to receive communications from Chatstrike, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Chatstrike You agree to indemnify and hold Chatstrike harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Third Party Services. Customer acknowledges and agrees that the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Chatstrike. Chatstrike is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Chatstrike does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
Referrals. From time to time Chatstrike may offer rewards or incentives for referring others to the Services. The referring user (“Referrer”) may refer individuals or entities who are neither current customers of Chatstrike nor registered users of the Services (“Referee”). A registered user is a person or entity that already has an existing account with Chatstrike. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Chatstrike reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Chatstrike’s discretion for any reason or for no reason whatsoever. If Chatstrike determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Chatstrike reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by Chatstrike to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.
Term; Termination. Unless otherwise specified in an Order Form, this Agreement shall commence upon the earlier of the (i) mutual execution of an Order Form or (ii) the date on which you click a button, check a box, use our Service or otherwise indicate your acceptance to this Agreement, and shall continue unless earlier terminated in accordance herewith. Chatstrike may terminate this Agreement for any or no reason by giving Customer at least thirty (30) days’ prior written notice. Customer may stop using the Services at any time. If Customer has created a Subscription, Customer may cancel its Subscription by contacting Chatstrike at support@chatstrike.com and, subject to the Fees, may continue to use the Services through the end of the then-current Subscription Term. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Chatstrike may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Chatstrike’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Chatstrike shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Chatstrike shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Chatstrike shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Indemnification. To the fullest extent allowed by applicable law, you agree to indemnify and hold Chatstrike, its affiliates, officers, agents, employees, and partners harmless from and against any and all third-party claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your Link or account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for you (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER HEREBY ACKNOWLEDGES THAT CHATSTRIKE DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR ANY RECRUITER, HOST OR OTHER USER OF THE SERVICE AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE ACTIONS OR INACTIONS OF ANY SUCH PARTY, INCLUDING WITHOUT LIMITATION ANY RECRUITER’S FAILURE TO PROPERLY COMPENSATE A HOST. If there is a dispute between participants on the Services, or between users and any third party, Customer agrees that Chatstrike is under no obligation to become involved. In the event that Customer has a dispute with one or more other users, Customer releases Chatstrike, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. Customer shall and hereby does waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL CHATSTRIKE (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO CHATSTRIKE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Arbitration. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Chatstrike and limits the manner in which you can seek relief from Chatstrike. Both you and Chatstrike acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Chatstrike’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
Any dispute arising from or relating to the subject matter of these Terms that cannot be resolved within a period of sixty (60) days after notice of a dispute has been given by one party hereunder to the other (the last day of such sixty (60) day period being herein referred to as the “Arbitration Date”), shall be finally settled by arbitration in Franklin County, Ohio, using the English Language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one or more commercial arbitrator(s), with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the federal district where county of Franklin County, Ohio falls.
ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY: CLASS ARBITRATIONS AND CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS ARE NOT PERMITTED. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, COLLECTIVE, OR CLASS PROCEEDING. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND STRIKE.CHAT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION.
You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 25 North St. #25 Dublin, OH 43017 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement. If you send the opt-out notice and/or in any circumstances where the foregoing arbitration agreement permits either you or Chatstrike to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Chatstrike agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Franklin County, Ohio or the federal district in which that county falls.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Chatstrike.