Last modified: 11th December 2019
These Terms apply to you if you are a user of the Service anywhere in the world other than the People’s Republic of China (and you are not a citizen of the People’s Republic of China). You must comply with these Terms in your use of the Service and only use the Service as permitted by applicable laws and regulations, wherever you may be when you use it. You must review these Terms and our policies and instructions to understand how you can and cannot use the Service. If you do not agree to these Terms, you must not use the Service.
If you are below 18 years old (or the relevant age in your jurisdiction where you are considered a minor), your parent or guardian must agree to these Terms (both for themselves and on your behalf) before you can use the Service. If you are using the Service on behalf of a company, partnership, association, government or other organisation (your “Organisation”), you warrant that you are authorised to do so and that you are authorised to bind your Organisation to these Terms and in such circumstances “you” will include your Organisation.
We may translate these Terms into multiple languages, and in the event there is any difference between the English version and any other language version of these Terms, the English version will apply (to the extent permitted by applicable law).
If you are a citizen or a habitual resident of the following countries, the following country-specific terms will also apply to your use of the Service:
To the extent that any additional terms of service or policies are different from these Terms, the relevant additional terms of service or additional policies will apply, except that nothing in those additional terms of service or policies will (unless expressly indicated otherwise in those additional terms of service or policies) amend the following sections of these Terms (which will apply in the event there is any difference):
However, to the extent that any country-specific terms differ from these Terms or any additional terms of service or policies, the relevant country-specific terms will apply, regardless of which section of these Terms is in question.
These terms may be revised periodically and this will be reflected by the "effective date" above. Please revisit this page to stay aware of any changes. Your continued use of the UMICHAT Service constitutes your agreement to these Terms and any amendments. In addition, as the Service and user experience are constantly evolving, we may from time to time (and to the extent permitted by applicable law) add, change or remove features from the Service (including in relation to whether a service is free of charge or not), or suspend or terminate a service altogether.
Where we consider that any changes to these Terms or the Service are reasonably material, we will notify you (via http://www.umichat.com, direct communication to you, or other means), prior to the change becoming effective. By continuing to use the Service after we make any changes to these Terms or the Service, with or without notice from us, you are agreeing to be bound by these revised Terms.
You may need to create an account with us in order to access and use some of the Service.
Any account you open with us is personal to you and you are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your account. Your account name, user ID and other identifiers you adopt within the Service remains our property and we can disable, reclaim and reuse these once your account is terminated or deactivated for whatever reason by either you or us.
You are responsible for: (i) safeguarding any passwords used to access your account and the Service, and (ii) all use of the Service under your account. You must promptly notify us at firstname.lastname@example.org if you know or suspect that your password or account has been compromised.
The Service may offer methods for deactivating your service-specific account – please refer to the relevant service for further guidance.
You may, from time to time, make payments to us as part of your use of the Service (including for the provision of the Service or provision of certain additional features within the Service). The Service-specific terms may set out further terms applying to such payments (including in relation to refunds (if any), billing arrangements and any consequences of failing to make timely payments). You must comply with all such terms in relation to your payments to us.
When you submit, upload, transmit or display any data, information, media or other content in connection with your use of the Service (“Your Content”), you understand and agree that:
You are solely responsible for Your Content and we recommend that you keep a back-up copy of it at all times. You must at all times ensure that: (i) you have the rights required to submit, transmit or display Your Content, and to grant us the rights as set out in these Terms; and (ii) Your Content (and our use of Your Content in accordance with these Terms) does not infringe or violate the rights of any person or otherwise contravene any applicable laws or regulations.
You agree not to engage in any of the following prohibited activities on or in relation to our services, or allow any person to use your account with us to do the same:
We are not responsible for and we do not endorse, support or guarantee the lawfulness, accuracy or reliability of any content submitted to, transmitted or displayed by or linked by the Service, including content provided by other users of the Service or by our advertisers. You acknowledge and agree that by using the Service you may be exposed to content which is inaccurate, misleading, defamatory, offensive or unlawful. Any reliance on or use of any content on or accessible from the Service by you is at your own risk. Your use of the Service does not give you any rights in or to any content you may access or obtain in connection with your use of the Service. We also do not guarantee the quality, reliability or suitability of any third party services provided, made available or linked through the Service and we will bear no responsibility for such third party services. If you access third party services through the Service, you must comply with any terms and conditions applicable to those services.
We may review (but make no commitment to review) content or third party services made available through the Service to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content or third party services if they infringe intellectual property rights, are obscene, defamatory or abusive, violate any rights or pose any risk to the security or performance of the Service. There may be, from time to time, third party content and services on the Service that are subject to further terms, including terms from the relevant third party that originally produced such content and services. In such cases, you agree to comply with any such further terms and conditions as notified to you.
If you have any concerns regarding any content on or any other aspects of the Service, please contact email@example.com.
We may use your information for the purpose of sending you advertising or direct marketing (whether by messaging within the Service, by email or by other means) that offer or advertise products and services of ours and/or selected third parties. Such products and services include:
Please note that we will not share your personal information with advertisers unless you have given us your consent to do so. We do, however, share non-personal information with advertisers for the purposes of offering you advertising that is more relevant to you.
All intellectual property rights in or to the Service and software (including any future updates, upgrades and new versions) will continue to belong to us and our licensors. Except as expressly provided in these Terms, you have no right to use our intellectual property rights. In particular, you have no right to use our trademarks or product names, logos, domain names or other distinctive brand features without our prior written consent. Any comments or suggestions you may provide regarding the Service are entirely voluntary and we will be free to use these comments and suggestions at our discretion without any payment or other obligation to you.
Where the Service involve you downloading and using any software from us, we grant you a limited, personal, non-exclusive, non-sublicensable, non-transferrable, royalty-free and revocable licence to use the software in order to use the Service in accordance with these Terms (including any specific technical requirements that relate to the software or its use on your particular device). Please note that these licence terms may be supplemented by terms and conditions applicable to the specific software. You may not copy, modify, reverse compile, reverse engineer or extract source codes from our software, except to the extent that we may not prohibit you from doing so under applicable laws or regulations or you have our prior written consent to do so. Where applicable laws or regulations entitle you to reverse compile or extract source codes from our software, you will first contact us to request the information you need.
We may from time to time provide updates to our software. Such updates may occur automatically or manually. Please note that the Service may not operate properly or at all if upgrades or new versions are not installed by you. We do not guarantee that we will make any updates available for any of our software, or that such updates will continue to support your device or system.
We warrant to you that we will provide the Service using reasonable care and skill.
APART FROM THIS WARRANTY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATION, ALL OF THE SERVICE AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER US NOR ANY OF OUR AFFILIATE COMPANIES MAKE ANY REPRESENTATION OR WARRANTY OR GIVES ANY UNDERTAKING IN RELATION TO THE SERVICE, OUR SOFTWARE OR ANY CONTENT SUBMITTED, TRANSMITTED OR DISPLAYED BY THE SERVICE, INCLUDING: (I) ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE FROM VIRUSES; (II) THAT THE SERVICE OR SOFTWARE WILL BE COMPATIBLE WITH YOUR DEVICE; OR (III) THAT THE SERVICE OR SOFTWARE WILL BE OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE OR NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATION, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, THE TOTAL AGGREGATE LIABILITY OF US AND OUR AFFILIATE COMPANIES FOR ALL CLAIMS IN CONNECTION WITH THESE TERMS, THE GENERAL END USER LICENCE AGREEMENT OR THE SERVICE OR SOFTWARE, ARISING OUT OF ANY CIRCUMSTANCES, WILL BE LIMITED TO THE GREATER OF THE FOLLOWING AMOUNTS: (I) THE AMOUNT THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SPECIFIC SERVICE OR SOFTWARE TO WHICH THE CLAIM RELATES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND (II) USD100.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE IN CONNECTION WITH THESE TERMS, THE GENERAL END USER LICENCE AGREEMENT OR THE SERVICE OR SOFTWARE FOR ANY DAMAGES CAUSED BY: (I) ANY NATURAL DISASTER SUCH AS FLOODS, EARTHQUAKES OR EPIDEMICS; (II) ANY SOCIAL EVENT SUCH AS WARS, RIOTS OR GOVERNMENT ACTIONS; (III) ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS; (IV) ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY; (V) IMPROPER OR UNAUTHORISED USE OF THE SERVICE OR SOFTWARE; (VI) YOUR USE OF THE SERVICE OR SOFTWARE IN BREACH OF THESE TERMS OR THE GENERAL END USER LICENCE AGREEMENT; OR (VII) ANY REASONS BEYOND OUR REASONABLE CONTROL OR PREDICTABILITY. NOR WILL WE, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA.
Nothing in these Terms limits or excludes any of the following liabilities, except to the extent that such liabilities may be waived, limited or excluded under applicable laws and regulations:
NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY OF YOUR STATUTORY RIGHTS IN YOUR JURISDICTION (INCLUDING ANY RIGHTS UNDER APPLICABLE CONSUMER PROTECTION REGULATION), TO THE EXTENT THESE MAY NOT BE EXCLUDED OR WAIVED UNDER APPLICABLE LAWS AND REGULATIONS.
Please note that we are not responsible for any third party charges you incur (including any charges from your internet and telecommunication services providers) in relation to or arising from your use of the Service or software.
YOU AGREE THAT YOU (AND YOUR ORGANISATION, IF YOU ARE USING THE SERVICE OR SOFTWARE ON BEHALF OF SUCH ORGANISATION) INDEMNIFY US, OUR PARTNERS AND OUR AFFILIATE COMPANIES FROM AND AGAINST ANY CLAIM, SUIT, ACTION, DEMAND, DAMAGE, DEBT, LOSS, COST, EXPENSE (INCLUDING BUT NOT LIMITATED TO LITIGATION COSTS AND ATTORNEYS’ FEES) AND LIABILITY ARISING FROM: (I) YOUR USE OF THE SERVICE OR SOFTWARE; OR (II) YOUR BREACH OF THESE TERMS OF SERVICE. THISE DEFENSE AND INDEMNIFICATON OBLIGATION WILL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE UMICHAT SERVICE.
These Terms will apply to your use of the Service until access to the relevant services is terminated by either you or us.
We may suspend or terminate your access to your account or any or all of the Service: (i) if we reasonably believe that you have breached these Terms; (ii) if your use of the Service creates risk for us or for other users of the Service, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation; (iii) if you fail to use the Service for a prolonged period; or (iv) for any other reason. Where reasonably practicable, we will give you notice of any suspension or termination.
These Terms are the entire agreement between you and us in relation to the Service. You agree that you will have no claim against us for any statement which is not explicitly set out in these Terms. The invalidity of any provision of these Terms (or parts of any provision) will not affect the validity or enforceability of any other provision (or the remaining parts of that provision). If a court holds that we cannot enforce any part of these Terms as drafted, we may replace those terms with similar terms to the extent enforceable under applicable law, without changing the remaining terms of these Terms. No delay in enforcing any provision of these Terms will be construed to be a waiver of any rights under that provision. Any rights and obligations under these Terms which by their nature should survive, including but not limited to any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will remain in effect after termination or expiration of these Terms.
No person other than you and us will have any right to enforce these Terms against any person, and you may not delegate, assign or transfer these Terms or any rights or obligations under these Terms, by operation of law or otherwise without our consent. We may freely assign, transfer or sub-contract these Terms or our rights and obligations under these Terms, in whole or in part, without your prior consent or notice. You acknowledge and agree that in no event will our partners or affiliate companies have any liability under these Terms.
Except to the extent that: (i) any applicable additional terms incorporated into these Terms provide differently, or (ii) the applicable laws and regulations of your jurisdiction mandate otherwise (for instance, you may have statutory rights in your jurisdiction in relation to bringing or defending claims in a local court (including small claims court (or similar court), these Terms and any dispute or claim arising out of or in connection with these Terms will be governed by the law of the Hong Kong Special Administrative Region.
Any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with these Terms, including their existence, validity, interpretation, performance, breach or termination, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of the arbitration will be Hong Kong. There will be one arbitrator only. The arbitration proceedings will be conducted in English.
If you are a user of the Service in the United States of America, the below terms are incorporated into these Terms, and override these Terms to the extent of any inconsistency.
If you are a California resident, you agree to waive California Civil Code Section 1542, and any similar provision in any other jurisdiction (if you are a resident of such other jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
If you are a user of the Service in Australia, the below terms are incorporated into these Terms, and override these Terms to the extent of any inconsistency.
All express or implied guarantees, warranties, representations, or other terms and conditions relating to these Terms or their subject matter, not contained in these Terms, are excluded from these Terms to the maximum extent permitted by law.
Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, term or condition, right or remedy implied or imposed by any applicable law which cannot lawfully be excluded, restricted or modified.
If any guarantee, condition, warranty or term is implied or imposed by any applicable law and cannot be excluded (a “Non-Excludable Provision”), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option: