vChatter Terms of Use

Revised last: July 25, 2011

Welcome to vChatter, a group video chatting service that keeps you connected with friends and groups that are talking about things that you're interested in.

vChatter, Inc., operates www.vchatter.com, vChatter and offers Services related to that website. By accessing or using any part of the Services, you agree to these Terms of Use ("Terms"). If you do not agree to these Terms, then you may not access or use vChatter or the Services. We may change these Terms periodically, and such changes will be effective immediately.

By using or accessing vChatter, you agree to the following:

User Account

You are responsible for maintaining the security of your account and groups, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with your groups. You will keep your contact information accurate and up-to-date. You must immediately notify us of any unauthorized uses of your groups, your account, or any breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We reserve the right to charge for the Services and to change its fees (if any) from time to time in our sole discretion. You will not use our Services if: (i) you are less than 18 years old; or (ii) you are a convicted sex offender.

Content

You retain ownership of all Content submitted to us. To obtain our Services, you grant us a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt, use, display, and publish the Content ("Content License"). The Content License will terminate if you cancel your account unless your Content is or has been shared with others. We have the right (though not the obligation) to (i) refuse or remove any Content that we determine violates any vChatter policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Services to any individual or entity for any reason. Any Content, including links to web pages other than our own website, contributed by a user or group, shall not be attributed to vChatter.

User Conduct

The Services are available for your personal, non-commercial use only. You represent, warrant and agree your user actions will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights. You are solely responsible for your interactions with other users and we reserve the right, but have no obligation, to monitor disputes between you and other users.

In addition, you agree not to use the Services:

• In any unlawful manner or in any other manner that could damage, disable, overburden or impair vChatter;
• to transmit or share, or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• to register for more than one user account, or register for a user account on behalf of an individual other than yourself;
• to create another account without our permission if we disabled your previous account;
• to falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• to use any vChatter services or features for any form of misrepresentation;
• to use vChatter with an intention to harm and/or abuse another person or user;
• to post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• to solicit personal information from anyone without their explicit consent or solicit passwords or personally identifying information for commercial or unlawful purposes;
• to intimidate or harass another user;
• to transmit, share or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• to use or attempt to use another's account, service or system without our authorization, or create a false identity on vChatter.
• to transmit, share or otherwise make available content that, in our sole judgment, is objectionable or which restricts or inhibits any other user from using or enjoying the Services, or which may expose us or our users to any harm or liability.

Groups

You can both create groups and join other groups; the following terms also apply to groups:

• Content posted to a group is public information and is available to everyone.
• If you create a group and collect information from users, you must obtain their consent and disclose to such users that you, instead of us, are the one collecting their information, and shall post a privacy policy explaining what information you collect and how you will use it.
• You shall be solely responsible for any sweepstakes, contest, competition or similar offering in any groups.
• Third party advertisements without our prior written approval in any group are prohibited.
• You will operate all of your groups in compliance with all vChatter terms and policies and any applicable laws.
• You may not establish terms beyond those set forth in these Terms to govern the posting of Content by users in a group.

Virtual Items

vChatter, Inc. owns, has licensed, or otherwise has rights to use all of the content that appears in the Service or the vChatter, Inc. games. Notwithstanding any provision to the contrary herein, you agree that you have no right or title in or to any content that appears in the Service, including without limitation the virtual goods or currency appearing or originating in any vChatter, Inc. game, whether earned in a game or purchased from vChatter, Inc., or any other attributes associated with an Account or stored on the Service.

vChatter, Inc. prohibits and does not recognize any purported transfers of virtual property effectuated outside of the Service, or the purported sale, gift or trade in the "real world" of anything that appears or originates in the Service, unless otherwise expressly authorized by vChatter, Inc. in writing. Accordingly, you may not trade, sell or attempt to sell in-game items or currency for "real" money, or exchange those items or currency for value of any kind outside of a game, without vChatter, Inc.’s written permission. Any such transfer or attempted transfer is prohibited and void, and will subject your Account to termination.

Ordering Obligations

In consideration of your use of the Service, you agree to provide true, accurate and complete information about yourself as prompted by the ordering process. vChatter may deny you access to the Service or reject your order in the event that your information is untrue, inaccurate or incomplete.

Agreement To Deal Electronically

All transactions with or through the Service may, at vChatter's option, be conducted electronically. vChatter may keep records of any type of communication conducted via the Service. All electronic records are deemed sent when they are properly addressed to the recipient and the record enters an information processing system outside the control of the sender or the record enters a region of an information processing system under the recipient's control. All electronic records are received when the record enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, in a form capable of being processed by that system, and from which the recipient is able to retrieve the electronic record.

Limited Non-Commercial License to User Service

vChatter hereby grants you the limited right to view and use the Service only for the purposes of purchasing, sending, and viewing any media, including images and interactive Flash files ("Virtual Goods"), available through the Service. vChatter reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Service as described in Section 19. This license is limited to personal and non-commercial uses by you. Any rights not expressly granted to you herein are reserved by vChatter. Unless you have received specific written permission from vChatter, you may not (a) "frame" or otherwise impose editorial comment, commercial material or any information or content on, or in proximity to, content displayed on the Service or (b) alter or modify any content on the Service or Site. Without limiting other restrictions, you agree not to reproduce, transmit, sell, or otherwise exploit the Service and/or Virtual Goods for any commercial purpose.

Service Fee; Virtual Good Purchases

• All fees are stated in U.S. Dollars. FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR UNAVAILABILITY OF SERVICE. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT. You represent to vChatter that you are the authorized account holder or an authorized user of the chosen method of payment used to pay for the paid aspects of the Service.
• YOU UNDERSTAND AND AGREE THAT ANY ATTEMPT TO MAKE ANY CHARGE BACK OR OTHERWISE RECLAIM OR OBTAIN A REFUND OF OR A CREDIT AGAINST ANY FEES PAID WITHOUT FIRST HAVING OBTAINED vChatter'S PRIOR WRITTEN CONSENT TO SUCH REFUND WILL ENTITLE vChatter TO DEACTIVATE YOUR ACCOUNT UNLESS AND/OR UNTIL SUCH TIME AS THE FEES ARE REPAID OR A CREDIT OR REFUND IS AGREED WITH vChatter. DEACTIVATION WILL INCLUDE NOT ONLY THE CASH AND CREDIT BALANCE TO WHICH THE REFUND OR CREDIT WAS OBTAINED, BUT ALSO ALL ACCESS TO THE SERVICE. YOU FURTHER AGREE THAT THE PAID ASPECTS FORM PART OF THE SERVICE AND ARE DELIVERED 'UNSEALED' AUTOMATICALLY UPON RECEIPT OF THE FEES AND THEREFORE YOU HAVE NO CANCELLATION RIGHTS (SAVE FOR A WILFULL ERROR OR FAULT WITH THE PAID ASPECTS IF REPORTED IMMEDIATELY TO vChatter).
• vChatter reserves the right to alter the fees payable for the paid aspects of the Service or introduce alternative fee structures for the Service. If you do not agree to any such alteration, you should not purchase Virtual Goods or related features and/or terminate your Account prior to the date on which the alteration takes effect.
• When a Virtual Good is ordered via the Service, you are acquiring a one-time license to send that Virtual Good to yourself or another user of the Service (a "Virtual Gifting"). The Virtual Gifting will remain in effect for a specified duration during which the Virtual Good will be displayed on the Service in a location or locations deemed appropriate by vChatter. The duration of a Virtual Gifting varies for each Virtual Good and is indicated when that Virtual Good is ordered. If no duration is indicated, then the Virtual Gifting will expire after one (1) year from the date of purchase. Upon expiration, vChatter may or may not, at its sole discretion, remove any record or representation of the Virtual Gifting from the Service.

vChatter Currency

vChatter "CURRENCY" IS A LIMITED LICENSE RIGHT AVAILABLE FOR PURCHASE OR FREE DISTRIBUTION AT vChatter'S DISCRETION, AND IS NOT REDEEMABLE FOR MONETARY VALUE FROM vChatter. You acknowledge that the Service presently includes a component of fictional currency ("Credits" or "vChatter Credits"), which constitutes a limited license right to use a feature of our product when, as, and if allowed by vChatter. vChatter and Publishers may use their own, custom, naming convention for vChatter Credits. vChatter may charge fees for the right to use vChatter Credits, or may distribute vChatter Credits without charge, in its sole discretion. Regardless of terminology used, vChatter Credits represent a limited license right governed solely under the terms of this Agreement, and are not redeemable for any sum of money or monetary value from vChatter at any time. vChatter Credits are valid for one (1) year after the date they were purchased or earned, after which time they will expire, as permitted by law. Notwithstanding this standard expiration period, you agree that vChatter has the absolute right to manage, regulate, control, modify and/or eliminate such Currency as it sees fit in its sole discretion, in any general or specific case, and that vChatter will have no liability to you based on its exercise of such right.

Agreement To Pricing And Billing

IN THE EVENT YOU CHOOSE TO USE PAID ASPECTS OF THE SERVICE, YOU AGREE TO THE POSTED PRICING AND BILLING POLICIES ON THE SITE. Certain aspects of the Service are provided for a fee or other charge. These fees and charges are described on the Site, and in the event you elect to use paid aspects of the Service, you agree to the pricing, payment and billing policies applicable to such fees and charges. vChatter may add new services for additional fees and charges, or proactively amend fees and charges for existing services, at any time in its sole discretion.

No Refunds For Cancellation Or Termination

YOU MAY CANCEL YOUR ACCOUNT AT ANY TIME; HOWEVER, THERE ARE NO REFUNDS FOR CANCELLATION. Upon your election to cancel, your account will be cancelled within 2 business days. There will be no refunds for any unused credits (including without limitation vChatter Credits) or any prepaid fees for any portion of the Service.

vChatter has the right at any time for any reason or no reason to suspend or terminate your Account, terminate this Agreement, and/or refuse any and all current or future use of the Service without notice or liability to you. In the event that vChatter suspends or terminates your Account or this Agreement, you understand and agree that you will receive no refund or exchange for any unused credits on the account (including without limitation vChatter Credits), any license or fees, any content or data associated with your Account, or for anything else. In the event an Account is suspended or terminated for your breach of this Agreement (in each case as determined in vChatter's sole discretion), vChatter may suspend or terminate the Account associated with such breach and any or all other Accounts held by you or your affiliates, and your breach will be deemed to apply to all such Accounts.

Mobile

• If you change or deactivate your mobile telephone number, you will update your account information on vChatter within 48 hours to ensure that your messages are not sent to the person who acquires your old number.
• You will provide all rights necessary to enable users to sync their contact lists with any basic information and contact information that is visible to them on vChatter, as well as your name and profile picture.
• In connection with your use of the Services and depending on the account settings you have chosen, you may be subject to charges imposed by your wireless or other applicable carrier. Payment of such charges is solely your responsibility.

Copyright Claims and DMCA Policy

If you believe any material on vChatter violates any of your copyrights and desire to remove such material from vChatter, please file a Digital Millenium Copyright Act ("DMCA") complaint by taking the following actions.

• Send an email to copyright@vchatter.com.
• Include details of the infringement, such as material, proof of ownership, etc. Please also describe where you found the infringement.
• Add your name and a good faith statement regarding your belief of improper use.

vChatter will reply to all such notices, including as required or appropriate by removing any infringing material. Should a user continuously infringe copyrights or other intellectual property, we may terminate that user's access to our Services.

Links

Groups may be embedded on and the Services may contain links to third-party websites. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on or available from such websites. The fact that vChatter groups link to or are on such websites do not imply any endorsement of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.

Trademarks and Materials

All right, title, and interest in and to vChatter (excluding your Content) are and will remain our exclusive property and our licensors. vChatter is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in these Terms gives you a right to use the vChatter name or any of our trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding vChatter is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Privacy

We care about the privacy of our users and have provided you robust privacy control measures as part of the Services. We recommend you view the Privacy Policy to better utilize your privacy controls. You may submit your privacy suggestions to us at privacy@vchatter.com.

Disclaimers and Limitation of Liability

OUR SERVICES ARE BASED ON SOFTWARE AND THEREFORE WE CAN NOT GUARANTEE THAT IT IS ERROR-FREE. THEREFORE YOU USE OUR SERVICES AT YOUR OWN RISK. WE ARE PROVIDING OUR SERVICES "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT VCHATTER WILL BE SAFE OR SECURE. VCHATTER IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR VCHATTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR FROM OUR SERVICES WILL NOT EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS, IF ANY. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, VCHATTER'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnity

If anyone brings a claim against us related to your actions or Content submitted to us, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

Termination

If we believe you are violating any of the Terms or our policies, we may terminate your membership, delete your account and any information that you have posted on vChatter and/or prohibit you from using or accessing the Services for any reason at any time in our sole discretion, with or without notice. You may deactivate your account through your account settings.

Governing Law; Venue and Jurisdiction

By visiting or using the Site and/or the Services, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute ("Claims") that might arise between you and vChatter. You will resolve any Claims you have with us arising out of or relating to vChatter exclusively in a state or federal court located in San Francisco County, California. You agree to submit to the personal jurisdiction of the courts located in San Francisco County, California for the purpose of litigating all such Claims.

Outside the United States

For users outside the United States:

• You consent to having your personal data transferred to and processed in the United States; and
• If you are located in a country embargoed by the United States, or are on the U.S. Treasury
• Department's list of Specially Designated Nationals, you will not engage in commercial activities on vChatter.

Definitions

• By "vChatter" we mean the features and services we make available, including through (a) our website at www.vchatter.com and any other vChatter branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Services; (c) browser plugins and (d) other media, software (such as a toolbar), devices, or networks now existing or later developed.
• By "Services" we mean the functionality that we offer to our users including the sending, submitting, storing, retrieving and displaying of any user and vChatter information or data.
• By "Content" we mean anything you submit, transfer, copy, or post to vChatter or its related applications.
• References to "us", "we", and "our" mean vChatter and references to "you" and "your" means you.

Miscellaneous

• These Terms constitute the entire agreement between you and us, and supersedes any prior agreements.
• If any portion of these Terms is found to be unenforceable, the remaining portion will remain in full force and effect.
• If we fail to enforce any of these Terms, it will not be considered a waiver.
• Any amendment to or waiver of these Terms must be made in writing and signed by us.
• You will not transfer any of your rights or obligations under these Terms to anyone else without our consent.
• All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
• Nothing in these Terms shall prevent us from complying with the law.
• These Terms do not confer any third party beneficiary rights.
• You will comply with all applicable laws when using or accessing vChatter.

Suggestions?

If you have suggestions for us, please contact us by email at support@vChatter.com. Our postal address: vChatter, Inc. 181 2nd Avenue, #307, San Mateo, CA 94401, United States.