Terms Of Service
Terms Of Service
Your use of HelloChat is subject to these Terms of Service (these “Terms”). Thank you for reviewing these Terms – we hope you enjoy using HelloChat.
If you have any questions about, or if you wish to send us any notices in relation to, these Terms, please contact us by email: email@example.com
Compliance with these Terms
Please review these Terms and our policies and instructions to understand how you can and cannot use HelloChat. You must comply with these Terms in your use of HelloChat and only use HelloChat as permitted by applicable laws and regulations, wherever you may be when you use them. In some countries, there are restrictions on your use of HelloChat – it is your responsibility to ensure that you are legally allowed to use HelloChat where you are located, and certain HelloChat functionalities may not be available in some countries.
By using HelloChat, you agree to these Terms. If you do not agree to these Terms, you must not use HelloChat.
Other general terms in relation to these Terms
If you are using HelloChat on behalf of a company, partnership, association, government or other organization (your “Organization”), you warrant that you are authorized to do so and that you are authorized to bind your Organization to these Terms. In such circumstances, “you” will include your Organization.
We may translate these Terms into multiple languages. If 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 laws and regulations).
For the purposes of these Terms, any reference in these Terms to “HelloChat” refers to HelloChat and all HelloChat-related services provided by or on behalf of us or our affiliate companies from time to time, including the following services:
HelloChat Mini Programs Platform;
HelloChat Developers Platform;
Official Account Admin Platform;
HelloChat Out; and
ADDITIONAL TERMS AND POLICIES
We offer a diverse range of services and features within HelloChat, so there are additional terms and policies that may be applicable to your use of all or part of HelloChat (the “Additional Terms”). We will notify you of the Additional Terms from time to time, including as set out in this section and otherwise from time to time within HelloChat. These Additional Terms all form part of and are incorporated into these Terms.
The following policies are Additional Terms that you must comply with in using HelloChat:
HelloChat Acceptable Use Policy – which sets out rules of good behaviour applicable to your use of HelloChat.
Copyright Policy – which sets out how we deal with intellectual property rights-related complaints in accordance with the DMCA.
Terms applicable to specific HelloChat features
Some of our services and features have Additional Terms specific to their use. You must comply with such Additional Terms (as well as these Terms) in your use of such services and features. Such service-specific Additional Terms include:
- Sticker Licence Agreement – governing your use of Stickers (as defined in such agreement) within HelloChat.
- HelloChat Developers Platform Use Agreement – governing your use of the HelloChat Developers Platform.
- HelloChat e-Commerce Agreement and/or HelloChat Official Account Admin Platform Merchant Function Agreement – governing your use of HelloChat’s e-commerce services.
- HelloChat Official Account Admin Platform User Agreement – governing your use of the HelloChat Official Account Admin Platform.
- HelloChat Out Terms of Service – governing your use of HelloChat Out.
- HelloChat Pay System User Service Agreement – governing your use of HelloChat Pay.
We may make changes to these Terms (and any applicable Additional Terms) over time (for example, to reflect technical improvements and changes to HelloChat (for example, to address a security threat) or applicable laws and regulations (for example, to reflect applicable consumer rights)), so please come back and review these Terms regularly.
Where we consider that such changes are reasonably material, we will (where reasonably practicable) notify you (via http://www.HelloChat.app, direct communication to you, on this page or the relevant page for the relevant additional terms or policy, or other means), prior to such changes becoming effective. By continuing to use HelloChat after we make any changes to these Terms, you are agreeing to be bound by the revised Terms.
CHANGES TO HELLOCHAT
As HelloChat and user experiences are constantly evolving, we may from time to time:
- add, change or remove features or services from HelloChat (including in relation to whether a feature or service is free of charge or not); and/or
- suspend, discontinue or terminate HelloChat altogether.
You agree that we may take any such actions at any time. Where we consider that any changes to HelloChat or any services or features accessible within HelloChat are reasonably material, we will (where reasonably practicable) notify you (via http://www.HelloChat.app, direct communication to you, on this page or the relevant page for the relevant additional terms or policy, or other means), prior to such changes becoming effective.
You need to create an account with us in order to access and use HelloChat. Any account that 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 HelloChat 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: (a) safeguarding your account details, including any passwords used to access your account and HelloChat, and (b) all use of HelloChat under your account, including any purchases made and/or payment obligations arising under your account. You must promptly notify us by email: firstname.lastname@example.org if you know or suspect that your password or account has been compromised. We will regard all use of your account on HelloChat as being by you, except where we have received a valid and –properly received notification to us regarding your account or password being compromised.
We may allow you to register for and login to HelloChat using sign-on functionalities provided by third-party platforms, such as Facebook or Google. You agree to comply with the relevant third party platform’s terms and conditions applicable to your use of such functionalities (in addition to these Terms).
You may, from time to time, make payments to us or third parties as part of your use of HelloChat (including for the provision of HelloChat or provision of certain additional features within HelloChat). We 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. You agree that you are solely responsible for all fees and taxes associated with any such payments. and that pricing and availability of Items and products are subject to change at any time.
We may from time to time make available payment methods to you for automatic, recurring or subscription-based charges. Where we do so, you agree that (subject to applicable laws and regulations):
such purchases or payments are generally made by you on an advance basis. Unless the purchase was on a subscription basis, we will notify you prior to any automatic renewals;
- you authorize us to (a) save your chosen payment method’s information (e.g. credit card information) on our systems, and (b) bill your chosen payment method for the relevant time-periods as chosen by or notified to you;
- if any payment made via your chosen payment method is rejected, denied or returned unpaid for any reason: (a) we may not provide you with, or suspend our provision of, the relevant HelloChat product or service until payment is properly processed; and (b) you are liable to us for any fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may automatically charge you for such amounts); and
- we will provide you with further instructions within HelloChat regarding how you may update or cancel the relevant payment method.
We may change any fees that we charge for HelloChat (or any parts of HelloChat) at any time upon publication within HelloChat. If you do not accept such change to the fees, we may be unable to provide HelloChat (or the relevant part of HelloChat) to you.
SUBJECT TO MANDATORY APPLICABLE LAWS AND REGULATIONS OR AS OTHERWISE SPECIFIED BY US IN THESE TERMS OR FOR A PARTICULAR ITEM OR SERVICE WITHIN HelloChat, IN NO CIRCUMSTANCES WILL WE BE REQUIRED TO PROVIDE A REFUND FOR ANY PAYMENTS MADE BY YOU TO US IN RELATION TO ANY ITEMS OR SERVICE WITHIN HelloChat (WHETHER USED OR UNUSED).
If you believe that we have charged you in error, and subject to applicable laws and regulations: (a) you must contact us within 30 days of the date of the relevant charge; and (b) no refunds will be given for any erroneous charges after such 30 days period. We may process payments from you in HelloChat via a third party service, and we may provide your relevant Information to such third parties to process your payments. You agree to comply with that relevant third party’s terms and conditions in relation to the payment processing service, as further set out in the “Third Party Content and Services” section below.
When you submit, upload, transmit or display any data, information, media or other content in connection with your use of HelloChat (“Your Content”), you understand and agree that:
- you will continue to own and be responsible for Your Content;
we will not sell Your Content to any third party;
- you grant other HelloChat users a non-exclusive licence to access and use Your Content within HelloChat, in accordance with these Terms and HelloChat’s functionalities;
we may use the name that you submit in connection with Your Content (whether that be your account name, real name or otherwise); and
- you will comply with these Terms, including our HelloChat Acceptable Use Policy, in your submission of Your Content.
- are allowed to retain and continue to use Your Content after you stop using HelloChat;
- may be required to retain or disclose Your Content: (a) in order to comply with applicable laws or regulations; (b) in order to comply with a court order, subpoena or other legal process; (c) in order to respond to a lawful request by a government authority, law enforcement agency or similar body (whether situated in your jurisdiction or elsewhere); or (d) where we believe it is reasonably necessary to comply with applicable laws or regulations, in each case whether such applicable law or regulation, legal process or government body is of your jurisdiction or elsewhere;
- may be required to retain or disclose Your Content in order to enforce these Terms or to protect any rights, property or safety of ours, our affiliate companies or other users of HelloChat.
We reserve the right to block or remove Your Content for any reason, including as is in our opinion appropriate, as required by applicable laws and regulations or in accordance with the Copyright Policy. We reserve the right to artificially manipulate the visibility, status, or rank of Your Content on HelloChat.
Responsibility for Your Content
You are solely responsible for Your Content. We are not responsible for maintaining a backup of Your Content – we recommend that you keep a back-up copy of it at all times.
You must at all times ensure that: (a) you have the rights required to copy, process, transmit, access, publish, display and use Your Content, and to grant us and other third parties the rights as set out in these Terms; and (b) Your Content (and our use of Your Content in accordance with these Terms) does not infringe or violate any applicable laws or regulations or the rights of any person.
INFRINGEMENT OF RIGHTS
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended) (the “DMCA”). If you have an intellectual property rights-related complaint about any content posted in HelloChat, please follow the instructions set out in our Copyright Policy.
THIRD PARTY CONTENT AND SERVICES
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 HelloChat, including content provided by users of HelloChat or by our advertisers. You acknowledge and agree that by using HelloChat, 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 HelloChat by you is at your own risk. Your use of HelloChat does not give you any rights in or to any content you may access or obtain in connection with your use of HelloChat.
We also do not guarantee the quality, reliability or suitability of any third party services, programs (including any Mini Programs as made available on the HelloChat Mini Programs Platform) or websites provided, made available, advertised or linked through HelloChat (including any of HelloChat’s associated platforms or services) and we will bear no responsibility for your use of our relationship with any such third parties services, programs or websites, including any payment obligations or fees that you may incur in your use of such third party services or websites.
We may review (but make no commitment to review) content (including any content posted by HelloChat users) or third-party programs or services made available through HelloChat 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 programs or 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 HelloChat.
There may be, from time to time, third-party content, programs and/or services on HelloChat that are subject to further terms from that third party – for examples, terms from the relevant third party that originally produced or created such content or service, terms in relation to promotional activities being held on HelloChat, terms relating to your use of third party-provided HelloChat login functionality or terms governing your use of any Mini Programs provided by a third party. You are solely responsible for reviewing and complying with any such third party terms and conditions.
We have the right to remove, at our sole discretion and without notice to you, any content, programs and/or services that are made available within HelloChat (including any of HelloChat’s associated platforms or services), in accordance with these Terms.
ADVERTISING CONTENT ON HELLOCHAT
OUR INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in or to HelloChat and any HelloChat Software (including any future updates, upgrades and new versions to all such HelloChat Software), 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, including our trademarks or product names (for example, “HelloChat”), logos, domain names or other distinctive brand features, without our prior written consent. Any comments or suggestions you may provide regarding HelloChat are entirely voluntary and we will be free to use these comments and suggestions at our discretion (including using such comments to improve existing services or create new services) without any payment or other obligation to you.
We grant you a limited, personal, non-exclusive, non-sub licensable, non-transferrable, royalty-free and revocable right to use HelloChat and any software from us as part of or in relation to your use of HelloChat (any such software being the “HelloChat Software”), solely in accordance with these Terms and subject to any other instructions as provided by us to you in relation to your use of HelloChat and/or the HelloChat Software from time to time. Please note that these terms may be supplemented by terms and conditions applicable to HelloChat Software (or specific features within HelloChat Software).
You may not copy, modify, create derivative works, reverse compile, reverse engineer or extract source codes from HelloChat Software, and you may not sell, distribute, redistribute or sublicense HelloChat or the HelloChat Software, except in each case 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 HelloChat Software, you will first contact us to request the information you need.
We may from time to time provide updates to HelloChat Software. Such updates may occur automatically or manually. Please note that HelloChat Software may not operate properly or at all if upgrades or new versions are not installed by you. We do not guarantee that we will provide any updates for any HelloChat Software, or that such updates will continue to support your device or system. All updates to the HelloChat Software are part of the HelloChat Software and subject to these Terms, except as otherwise specified by us.
For the purposes of these Terms, “HelloChat Software” includes any items, content or features (the “Items”) within the HelloChat Software – for example, Stickers, games or other downloadable items within HelloChat, and any content accessed or used by you within HelloChat. You must comply with any Additional Terms applicable to any such Items. We will notify you of any such additional terms and conditions within HelloChat, within an Appendix to these Terms and/or in another manner. We may grant you a limited right to use these Items upon payment by you of “real world money” as applicable from time to time. You acknowledge that you do not own these Items and the amounts associated with such Items do not refer to any credit balance of real currency or the equivalent. We may eliminate these Items from HelloChat at any time, and we have no liability to you in the event that we exercise these rights.
For the purpose of these Terms, “HelloChat Software” also includes any APIs we make available to you for use in connection with HelloChat or the HelloChat Software. You must comply with any Additional Terms applicable to such APIs.
We may in our discretion provide technical support for HelloChat (whether for free or for a fee). We provide technical support without any guarantee or warranty of any kind, and subject always to these Terms.
OPEN SOURCE SOFTWARE
Certain HelloChat Software may contain software that is subject to “open source” licences (the “Open Source Software”). Where we use such Open Source Software, please note that:
there may be provisions in the Open Source Software’s licence that expressly override these Terms, in which case such provisions shall prevail to the extent of any conflict with these Terms; and
we will credit the relevant Open Source Software used in HelloChat Software within an Appendix to these terms and/or within the relevant HelloChat Software.
USE OF YOUR DEVICE BY HELLOCHAT
In order for us to provide HelloChat to you, we may require virtual access to and/or use of your relevant device (e.g. mobile phone, tablet or desktop computer) that you use to access HelloChat – for example, we may need to use your device’s processor and storage to complete the relevant HelloChat Software installation, or we may need to access your contact list to provide certain interactive functions within HelloChat.
We will provide further information regarding how HelloChat uses and accesses your device within HelloChat or in another manner (e.g. via the relevant app store as part of the installation process for HelloChat on your device). You agree to give us such access to and use of your device, and you acknowledge that if you do not provide us with such right of use or access, we may not be able to provide HelloChat (or certain features within HelloChat) to you.
You may need an adequate internet connection in order to authenticate your HelloChat account or use HelloChat. You may also be required to activate certain functionalities within HelloChat in the manner described within HelloChat. You may not be able to use certain functionalities within HelloChat if you do not comply with such requirements.
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 HelloChat or HelloChat Software.
THIRD PARTY SOFTWARE AND CONNECTIVITY
You are solely responsible for any software (whether your own software or software supplied by third parties) used by you in connection with your use of HelloChat, including any third party software or services made available to you through HelloChat, such as Mini Programs made available on the HelloChat Mini Programs Platform (“Third Party Software”).
Please note that we are not responsible for and are not liable for any damages or losses arising from your use of the Third Party Software and we do not endorse, support or guarantee the quality, reliability or suitability of any Third Party Software. You must comply with any terms and conditions applicable to Third Party Software.
We do not provide any technical support for any Third Party Software. Please contact the relevant supplying third party for such technical support.
You will need an adequate internet connection in order to authenticate your HelloChat account or use HelloChat. You may also be required to activate certain functionalities within HelloChat in the manner described within HelloChat. You may not be able to use certain features within HelloChat if you do not comply with such requirements.
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 HelloChat or HelloChat Software.
WARRANTY AND DISCLAIMER
We warrant to you that we will provide HelloChat using reasonable care and skill.
APART FROM THIS WARRANTY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HelloChat (INCLUDING ANY HelloChat SOFTWARE) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER US NOR ANY OF OUR AFFILIATE COMPANIES MAKE ANY REPRESENTATION OR WARRANTY OR GIVE ANY UNDERTAKING IN RELATION TO HelloChat, ANY HelloChat SOFTWARE OR ANY DATA, MEDIA OR OTHER CONTENT SUBMITTED, TRANSMITTED OR DISPLAYED BY HelloChat, INCLUDING: (A) ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT HelloChat OR HelloChat SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE FROM VIRUSES; (B) THAT HelloChat OR HelloChat SOFTWARE WILL BE COMPATIBLE WITH YOUR DEVICE; OR (C) THAT HelloChat OR HelloChat 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 REGULATIONS, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.
LIABILITY FOR HELLOCHAT
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, OR HelloChat (INCLUDING ANY HelloChat SOFTWARE), ARISING OUT OF ANY CIRCUMSTANCES, WILL BE LIMITED TO THE GREATER OF THE FOLLOWING AMOUNTS: (A) THE AMOUNT THAT YOU HAVE PAID TO US FOR YOUR USE OF HelloChat OR HelloChat SOFTWARE TO WHICH THE CLAIM RELATES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND (B) USD100 (ONE HUNDRED US DOLLARS). TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT, WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE FOR ANY OF THE FOLLOWING:
IN CONNECTION WITH THESE TERMS OR HelloChat OR HelloChat SOFTWARE, FOR ANY DAMAGES OR LOSSES CAUSED BY: (A) ANY NATURAL DISASTER SUCH AS FLOODS, EARTHQUAKES OR EPIDEMICS; (B) ANY SOCIAL EVENT SUCH AS WARS, RIOTS OR GOVERNMENT ACTIONS; (C) ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS; (D) ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY; (E) IMPROPER OR UNAUTHORIZED USE OF HelloChat OR HelloChat SOFTWARE; (F) YOUR USE OF HelloChat OR HelloChat SOFTWARE IN BREACH OF THESE TERMS; (G) ANY REASONS BEYOND OUR REASONABLE CONTROL OR PREDICTABILITY; OR (H) FAILURE TO SAVE OR BACK UP ANY DATA OR OTHER CONTENT;
ANY LOSS ARISING FROM ANY CONTENT, PROGRAMS OR SERVICES PROVIDED BY ANY PARTY OTHER THAN US (OR OUR AFFILIATES);
ANY LOSS OR DAMAGE WHICH ARE NOT FORESEEABLE, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES. FOR THE PURPOSES OF THIS CLAUSE, LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN; AND/OR
LOSS OF USE;
LOSS OR INTERRUPTION OF BUSINESS;
LOSS OF REVENUES;
LOSS OF PROFITS;
LOSS OF GOODWILL;
LOSS OR DESTRUCTION OF 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:
any liability for fraud;
any liability for negligently caused death or personal injury;
any liability for gross negligence or willful misconduct; or
any other liability to the extent that such other liability cannot 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 SUCH STATUTORY RIGHTS MAY NOT BE EXCLUDED OR WAIVED UNDER APPLICABLE LAWS AND REGULATIONS.
YOU AGREE THAT YOU (AND YOUR ORGANISATION, IF YOU ARE USING HelloChat OR HelloChat SOFTWARE ON BEHALF OF SUCH ORGANISATION) INDEMNIFY US AND OUR AFFILIATE COMPANIES FROM AND AGAINST ANY CLAIM, SUIT, ACTION, DEMAND, DAMAGE, DEBT, LOSS, COST, EXPENSE (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) AND LIABILITY ARISING FROM: (A) YOUR USE OF HelloChat OR HelloChat SOFTWARE; OR (B) YOUR BREACH OF THESE TERMS.
NO LIABILITY FOR THIRD PARTIES
As set out in the “Third Party Content and Services” and “Third Party Software” sections of these Terms, various third parties may provide certain content, services or software within HelloChat.
THESE TERMS GOVERN THE RELATIONSHIP BETWEEN YOU AND US (AND, WHERE RELEVANT, OUR AFFILIATE COMPANIES). YOUR DEALINGS WITH ALL THIRD PARTIES (INCLUDING THOSE FOUND THROUGH, PROMOTED THROUGH, ACCESSED VIA HYPERLINK THROUGH OR OTHERWISE THROUGH HelloChat), ARE SOLELY BETWEEN YOU AND THE RELEVANT THIRD PARTY. SUBJECT TO MANDATORY APPLICABLE LAWS AND REGULATIONS, WE AND OUR AFFILIATE COMPANIES HAVE NO LIABILITY TO YOU IN RELATION TO ANY THIRD PARTIES (INCLUDING ANY CONTENT, SERVICES OR SOFTWARE PROVIDED BY SUCH THIRD PARTIES WITHIN HelloChat), NOTWITHSTANDING YOUR ENGAGEMENT WITH ANY SUCH THIRD PARTIES THROUGH HelloChat.
These Terms will apply to your use of HelloChat until your access to HelloChat is terminated by either you or us.
You may terminate your use of HelloChat, or any of the services accessible therein, at any time (including if we have told you about an upcoming change to all or part of HelloChat or these Terms which you do not agree to). If the terminated service is a paid service, we may deduct from any refund a reasonable proportion of such fee as compensation for the costs incurred by us in ending the relevant service.
We may suspend or terminate your access to your account or any or all of HelloChat:
if we undertake maintenance or support of HelloChat;
to make changes to HelloChat as notified by us to you;
if we reasonably believe that you have breached these Terms;
if your use of HelloChat creates risk for us or for other users of HelloChat, gives rise to a threat of potential third-party claims against us or is potentially damaging to our reputation;
if you fail to use HelloChat for a prolonged period;
if such suspension or termination is required due to Applicable Laws; or
to the extent permitted by applicable laws and regulations, for any other reason in our sole and absolute discretion,
and where reasonably practicable, we will give you advance notice of any suspension or termination.
If we suspend your access to any or all of HelloChat then, to the extent permitted by applicable laws and regulations in your jurisdiction: (a) you remain responsible for all fees accrued through the date of suspension (including where the fees were incurred before suspension date but performance of the relevant obligations was after the suspension date); and (b) you remain responsible for any applicable fees for any part of HelloChat to which you continue to have access.
If your access to HelloChat is terminated (in whole or in part) by you or us, you agree that: (a) all of your rights under these Terms will terminate; (b) you remain responsible for all fees accrued through the date of termination (including where the fees were incurred before termination date but performance of the relevant obligations were after the termination date); and (c) you will immediately permanently delete all copies of HelloChat Software to which the termination relates and you will immediately cease accessing and using any such HelloChat Software.
Retention and back-up of Your Content
Subject to the applicable laws and regulations in your jurisdiction, these Terms sets out the entire agreement between you and us in relation to HelloChat – you agree that you will have no claim against us for any statement which is not explicitly set out in these Terms. The words “include” and “including” are to be construed without limitation. 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 laws and regulations, 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 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, whether pursuant to the Contracts (Rights of Third Parties) Ordinance or otherwise, and you may not delegate, assign or transfer these Terms or any rights or obligations under these Terms without our prior consent. We may freely assign or transfer these Terms or our rights and obligations under these Terms, in whole or in part, without your prior consent or prior notice to you. We may freely sub-contract any part of our performance of these Terms at any time, without your prior consent or prior notice to you.