It is important that You read these Terms carefully. If You do not agree to these Terms, please do not use the Product, or browse the Website. By accessing or using the Product, You represent, warrant and signify that:  (a) You are at least 18 years of age; (b) You have read, understood and agree to be bound by these Terms as they may be amended from time to time; (c) You have read and understand our Privacy Policy, which can be accessed at https://chatterresearch.com/privacy-policy/ (the “Privacy Policy“), the terms of which are incorporated herein by reference, and agree to abide by the Privacy Policy; and (d) You will not upload or submit to the Product or Stingray Group Inc. any personal information unless you have the necessary consents to do so in accordance with applicable privacy laws.

If You subscribe to any paid services associated with the Product, You agree to the payment terms set out in your enrollment form. All prices are exclusive of any taxes or duties imposed by jurisdiction tax law. Stingray Group Inc. will not be responsible for any taxes or duties owed by You.

Stingray Group Inc. may make available a free or discounted version of the Product on a trial basis. Subject to this Agreement, we grant You a limited, personal, non-transferable, non-sub-licensable, internal license to use the Product for non-production, evaluation purposes during the applicable Trial Period. In addition, You agree to allow us to contact You using the provided phone number and/or email address for marketing, sales, support, research, or other purposes. For the purposes of this Agreement, “Trial Period” means the time starting from your registration to use a free or discounted trial of the Product until the earlier of (a) the end of the trial period for which You registered (which trial period shall be thirty (30) days unless otherwise stated on the registration page for the free trial version of the Product), or (b) the start date of any paid subscription for the Product.

NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, ACCESS TO THE TRIAL VERSION OF THE PRODUCT IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND.

We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:

• if You have not adhered to any or all the provisions of the Terms (such as a failure to pay fees when due) or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
• if we have changed our Terms or Privacy Policy and have not received your required consent, subject to the amendment provision in this Agreement;
• if we are required to terminate the relationship by law;
• if we receive any notice of your misuse of the Product; or
• if the provision of the Product is no longer commercially viable for us.

Upon termination of our relationship, we will immediately revoke your license to use the Product and block all access to your account and may delete all data and information associated with your account. Upon termination of this relationship, You will remain liable for any accrued charges and amounts which become due for payment prior to or following termination.

You may use our Website, services, and Products only for lawful purposes. You may not use our Website, services, or Products in any manner that:

• breaches any applicable local, national, or international law or regulation;
• may in any way be considered harassment to another person or entity;
• may in any way, is unlawful or fraudulent, or has any unlawful or fraudulent purpose

or effect;

• may in any way damage, disable, overburden, and/or impair the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product;
• upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment;
• is in any way abusive, defamatory, misleading, fraudulent, pornographic, or otherwise explicit in nature or written in bad faith;
• harms or attempts to harm minors in any way;
• will reproduce, duplicate, copy, sell, resell, or exploit any portion of the Product; or
• will abuse either verbally, physically, written, or other abuse (including threats of abuse or retribution) of any Product customers, employees, members, or officers;

and any of the foregoing will result in immediate account termination.

The Product may link to third-party websites or resources. Such links are provided as a convenience to You only and do not imply an endorsement, warranty, or guarantee by us of any such linked Website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products, or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should You elect to enter into a binding contract with any such website, You agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.

Rights to content provided by us: You acknowledge and understand that we own all right, title and interest in: (a) the Product and any associated data files; and (b) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which You may have access to when using the Product.

Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Product Content that You do not own or to which You have rights, or to create derivative works based on the Product. You may not infringe upon our intellectual property or adapt, reproduce, publish, or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without our prior written consent.

You are not required to provide Stingray Group Inc. with any comments, suggestions, recommendations, requests, or any other feedback (“Feedback”). In the event that You do provide Stingray Group Inc. with Feedback, Stingray Group Inc.  may use such feedback to improve the Product or for any other purpose. Furthermore, Stingray Group Inc. shall own such Feedback and Stingray Group Inc.  and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Stingray Group Inc.

Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with these Terms. This limited license is subject to full payment of any applicable fees agreed to by You. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.

User Data: You shall be the owner of your content and data provided, inputted, or uploaded to the Product (“User Data”).  Stingray Group Inc.  shall have the right to collect and analyze User Data and other information relating to the provision, use and performance of various aspects of the Product and related systems and technologies by You and your end users for the purposes of (a) providing the Product and related services; and (ii) (solely in aggregate or other de-identified form such that the data does not relate to Client or any personal information) to improve the content, machine learning, administration and delivery of the Product and services, including creating aggregated and anonymized services data  (collectively referred to as “Services Data”). Stingray Group Inc. shall be the exclusive owner of the Services Data.

The Product provided as-is: The Product is provided “as-is” without warranties or conditions of any kind, whether express or implied by statute, by usage of trade, course of dealing or otherwise including but not limited to any implied warranties or conditions of merchantability, merchantable quality, non-infringement, title, satisfactory quality or fitness for a particular purpose.

Downtime: The Product may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Product.

You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:

• any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
• your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
• communications received to You through your access to the Product;
• the posting of information on the Product, Website, blog, account, or any affiliated social media, including but not limited to, User data, Cards, written reviews, pictures, or personal information;
• loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud, or unauthorized access; or
• any content relating to the use of the Product,

even if You have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

In the event that we become liable for any damages whatsoever, You agree that such damages shall be limited in the aggregate to the amount of fees or charges which You have paid for the Product in the previous invoice.

To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, your breach of these Terms; your access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including You) caused by your access to and/or use of the Product; and (b) specifically, your breach of the intellectual property or privacy rights of any third party to these Terms.

You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.

By visiting the Website or using the Product, You agree that the laws of the province of Ontario, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the province of Ontario, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario located in Toronto, ON. You agree to pay reasonable attorneys’ fees and court costs incurred by us to collect any unpaid amounts owed by You.

You agree that we are not liable for a delay or failure in performance of the Product or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.

You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs, and assigns.

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.

All covenants, agreements, representations, and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.

The Agreement will constitute the entire agreement between us and You with respect to the subject matter hereof and all prior oral or written agreements, representations, or statements with respect to such subject matter are superseded hereby. In the event of a conflict between these Terms and the Privacy Policy, the terms and conditions found herein shall prevail. Stingray Group Inc. may modify or amend these Terms at any time by providing notice to You.

If You have any questions or comments regarding these Terms, please contact our head office by email.

By providing us with your e-mail address, You agree to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is your responsibility to update or change that address, as appropriate.

Il est la volonté expresse des parties que ce document et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

It is the express wish of the parties that this document and all related documents, including notices and other communications, be drawn up in the English language only.