1.1 Council Technologies Inc. and/or its subsidiaries, successors or assigns (together, “Council Technologies”) is the owner of an online instant messaging application that offers a new messaging format called Dynamic Messaging Channels (DMC) to create interactive messages that can be shared amongst public and private users (the “Service”). The Service is provided as a mobile application.
1.4 Council Technologies reserves the right at any time to update, modify, improve, change, enhance, or discontinue any part or all of the Service, with or without notice to the User.
1.5 Council Technologies reserves the right to amend this Agreement upon notice to the User and continued use of the Service by the User shall be deemed accepted of those amendments.
2.1 Registering. Users create a user account by providing their phone numbers and confirming the number with the code provided by the Service. Afterwards the User can upload a profile picture and enter a name (the “User ID”).
2.2 User Content. Users may upload images, videos, text, comments, graphics, etc. of (collectively, the “User Content”) as part of their use of the Service.
2.3 Rights and Licenses. When Users upload User Content to the Service, they grant Council Technologies and its authorized sub-licensees and distributors, a worldwide, non-exclusive, royalty-free, right and license to reproduce, distribute, digitally transmit, stream, display, create derivate works of, communicate to the public, synchronize, and collectively exploit your content and all associated copyrightable works or metadata for the purposes of providing the Service. The foregoing license grant does not affect User’s ownership or license rights in User Content, including the right to grant additional licenses to the material.
2.4 Misuse of Account. Users shall not:
(a) Select or use a User ID with the intent to impersonate another person;
(b) Use another User ID without appropriate authorization;
(c) Select a User ID that is offensive, vulgar or obscene.
2.5 Council Technologies reserves the right to refuse registration of and/or cancel a User ID in its sole discretion. Users are responsible for all activity that occur on their account. Users must immediately notify Council Technologies of any unauthorized use of their account, or any other account related security breach of which a User is aware.
3.1 User Warranties. User represents and warrants, and can demonstrate to Council Technologies’s full satisfaction upon request, that:
(a) User affirms that User is either at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
(b) User owns or otherwise controls all rights to any uploaded Content or has full authority to act on behalf of any and all owners of any right, title or interest in and to any Content uploaded to the Service, and has permission to use the name and likeness of each identifiable individual person uploaded to the Service.
(c) All information and User Content posted or transmitted through the Service is the sole responsibility of the User from which such content originated. Council Technologies will not be liable for any errors or omissions in any User Content.
3.2 Council Technologies does not endorse or have control over any User Content, nor can Council Technologies guarantee the authenticity of any information that Users may provide about themselves, including their identity.
3.3 User acknowledges that all Content accessed using the Service is at User’s own risk and User will be solely responsible and liable for any damage or loss to User or any other party resulting therefrom.
4.1 The User agrees that it shall only use the Service for legal purposes and shall NOT:
(a) engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Council Technologies in its discretion.
(b) use the Service and/or Item in any manner inconsistent with this Agreement;
(c) act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system;
(d) infringe our intellectual property rights or those of any third party in relation to your use of the Service and/or Item;
(e) transmit any material that is confidential or proprietary;
(f) use the Service and/or Item in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
(g) collect social security or insurance number, financial account number, drivers’ license number, health information, or other sensitive information required to be secured under applicable local, state, provincial, national, or other law, rule, or regulation, or for which disclosure is required in case of a data breach without first obtaining our prior written consent; and
(h) collect or harvest any information or data from the Service or attempt to decipher any transmissions to or from the servers running any Service;
(i)access the Service in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Service;
(j) use the Service in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
(k) impersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
(l) use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;
(m) access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
(n) send unsolicited communications, promotions or advertisements, or spam;
(o) send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
(p) sublicense, resell, time share or similarly exploit the Services;
(q) authorize, permit, enable, induce or encourage any third party to do any of the above.
Council Technologies reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Service.
Council Technologies reserves the right to audit the User's use of the Service during normal business hours and with reasonable notice and to include means within the Service to limit the User's use of the Service to the licensed number of Users.
6.2 If the User does not comply within a reasonable amount of time, or we believe there is a credible risk of harm to us, the Service, or any third parties, we may disable that User account and delete the offending Content ourselves.
7.1 User acknowledges that Council Technologies retains ownership of all Intellectual Property of Council Technologies incorporated in the Service (including all improvements, enhancements, updates and corrections) and any Intellectual Property generated by Council Technologies in the process of providing the Service.
7.2 The User may use software, proprietary systems and Intellectual Property owned by Council Technologies, or for which Council Technologies has appropriate authority to use, and the User agrees that such is protected by copyright, trade marks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not knowingly infringe on any third-party rights through the use of the Service.
7.3 The User agrees and accepts that any Intellectual Property generated by the User in connection with the Service is owned absolutely by Council Technologies and vests in Council Technologies immediately, including:
(a) Council Technologies name, trade marks, logo and design; and
(b) any text, images, graphics, source code, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Service.
7.4 The User further warrants that by using the Service the User will not:
(a) use any Intellectual Property of Council Technologies without express permission;
(b) copy any part of the Service for the User’s own commercial purposes; or
(c) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in any documentation associated with it.
7.5 To the extent that any derivative works cannot be assigned to Council Technologies, the User hereby grants Council Technologies a perpetual and irrevocable (irrespective of the expiration or termination of this Agreement), non-exclusive, transferable, worldwide, and royalty-free license to reproduce, distribute, perform, and display any derivative works of the Service developed by or for the User, and to use, make, have made, sell, offer to sell, import, export, and otherwise exploit any product based on any such derivative works.
8.1Some of our Services may be supported by advertising revenue and may display advertisements and promotions. You agree that we may place such advertising and promotions on the Platform, or on, about, or in conjunction with your User Content. The manner, mode, and extent of such advertising and promotions are subject to change without specific notice to you.
8.2 You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. User Content (including any that may have been created by users employed or contracted by Council Technologies) does not necessarily reflect the opinion of Council Technologies.
8.3 You grant us permission to use and send push notifications, emails, alerts, marketing and promotional materials, email campaigns, and other reasonable forms of communications.
9.1 You acknowledge that any and all:
(a) Suggestions for correction, change, and modification to our Services, information and reports you provide to us, and other feedback (including but not limited to quotations of written or oral feedback), (collectively “Feedback”); and
(b) Improvements, updates, modifications, or enhancements, whether made, created, or developed by us, or otherwise relating to Feedback (collectively, “Revisions”);
(c) are and will remain our property. All Feedback and Revisions become the sole and exclusive property of Council Technologies and we may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you, and without your retention of any proprietary or other right or claim.
9.2 You assign to us any and all right, title, and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.
9.3 You agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favor of Council Technologies. At our request, you will execute any document, registration or filing required to give effect to these provisions.
10.1 USER AGREES THAT IT USES THE SOFTWARE ENTIRELY AT ITS OWN RISK. USER ACKNOWLEDGES THAT COUNCIL TECHNOLOGIES DOES NOT GUARANTEE THE ACCURACY OF DATA CAPTURED THROUGH ITS SOFTWARE. COUNCIL TECHNOLOGIES IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING FROM THE CAPTURE, ANALYSIS, OR INTEGRITY OF THE DATA IN ANY CIRCUMSTANCES.
10.2 THE USER AGREES TO INDEMNIFY COUNCIL TECHNOLOGIES FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT COUNCIL TECHNOLOGIES MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH THE USER’S USE OF OR CONDUCT IN CONNECTION WITH THE SOFTWARE AND/OR ITEM, INCLUDING ANY BREACH BY THE USER OF THIS AGREEMENT.
10.3 IN NO CIRCUMSTANCES WILL COUNCIL TECHNOLOGIES BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, OR ANY OTHER SIMILAR OR ANALOGOUS LOSS RESULTING FROM THE CLIENT’S ACCESS TO, OR USE OF, OR INABILITY TO USE THE SERVICES OR THE PROJECT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, IN EQUITY OR ANY OTHER LEGAL THEORY.
10.4 TO THE EXTENT PERMITTED BY LAW, COUNCIL TECHNOLOGIES’S LIABILITY FOR BREACH OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE SERVICES OR THE PROJECT, INCLUDING ANY IMPLIED WARRANTY OR CONDITION THAT CANNOT BE EXCLUDED, IS RESTRICTED AT COUNCIL TECHNOLOGIES’S OPTION TO THE RE-SUPPLY OF SERVICES, OR PAYMENT OF THE COST OF RE-SUPPLY OF SERVICES (IF APPLICABLE).
10.5 The User acknowledges and agrees that the User is solely responsible for the accuracy, quality and legality of the Content managed using the Service.
10.6 Nothing in this Agreement shall limit or exclude our liability for:
(a) death or personal injury resulting from our gross negligence;
(b) fraud or fraudulent misrepresentation; and
(c) any other liability that cannot by law be excluded or limited.
11.1 As an inducement to Council Technologies permitting you to access and use the Services, you hereby agree to release Council Technologies, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners, and employees from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services. In addition, you waive any applicable law or statute, which says, in substance:
11.2 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY 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 RELEASED PARTY."
12.1 User Breach. In the event that the User commits a material breach of this Agreement, Council Technologies may terminate the agreement in whole or in part immediately upon written notice.
12.2 Licensor Breach. In the event that Council Technologies is found to be in breach of this Agreement, it agrees to use all reasonable commercial endeavors to remedy the breach, correct such non-performance or provide the User with an alternative means of accomplishing the desired performance.
13.1 In the event that either Party breaches any portion of this Agreement, the prevailing Party in an action to enforce this Agreement may recover from the other its reasonable attorneys’ fees and costs, if employment of an attorney was necessary.
14.1 The User can direct notices, enquiries, complaints and so forth to Council Technologies at this address: email@example.com
14.2 A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
16.1 Waiver. No failure or delay by either party in exercising any right under the Terms, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
16.2 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
16.3 Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
16.4 Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
16.5 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
16.6 Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
16.7 Governing Law. These Terms, as well as the respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles. Please note that use of the Service by any User may be subject to other local, state, national, and international laws.
(a) Each User expressly:
i. Agrees that exclusive jurisdiction for resolving any claim or dispute with Council Technologies relating in any way to use of the Service resides in the State of New York;
ii. Agrees and consents to the exclusive personal jurisdiction and venue of the courts located in the State of New York for any cause of action relating to or arising under these Terms;
iii. Waives any right to a jury trial in any legal proceeding against Council Technologies; and
iv. Agrees to file any cause of action with respect to use of the Service within one (1) year after the claim arises otherwise the cause shall be forever barred.
(b) If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. In this event, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).
16.8 Entire Agreement. The Terms, including any terms incorporated by reference into the Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any pages referenced in these Terms, the terms of these Terms will prevail.