Effective March 28, 2025
Service provider
BabeChat services are provided by, and you’re contracting with:
BabeChat, Inc.
organized under the laws of the State of Delaware, USA, and operating under the laws of the USA
These Terms of Service (these “Terms”) describe the terms and conditions by which you may access and/or use the website(s), including babechat.ai, and any successor URL(s) (the “Website”), the companion mobile applications for Apple and/or Google (as each of those terms is defined below) devices (the “Apps”), and any and all related content, tools, features, software, documentation, and online, mobile-enabled, and/or digital services (collectively, including the Websites and the Apps, the “Services”) provided by BabeChat, Inc. For purposes of these Terms, “BabeChat,” “we,” “us,” and “our” refer to BabeChat, Inc. and its affiliates.
By accessing and/or using the Services, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Policy. We reserve the right to modify these Terms, and we will provide notice of material changes as described below.
These Terms apply to all visitors and users of the Services, and to all others who access the Services (collectively, “Users,” and, as applicable to you, “you” or “your”). If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
Please read These Terms carefully, as they include important information about your legal rights. By accessing or using the Services, you’re agreeing to these Terms. If you don’t understand or agree to these Terms, please don’t use the Services.
NOTE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES WITH US THROUGH BINDING INDIVIDUAL ARBITRATION. THAT MEANS YOU ALSO WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Use of the Services
Your Registration Obligations. When you register to use the Services, you agree to provide accurate and complete information about yourself. If you are under 13 years old or if you are an EU citizen or resident under 16 years old, do not sign up for the Services – you are not authorized to use them.
Your User Account. Your account on the Services (your “User Account”) grants you access to certain services and features that we may, at our sole discretion, establish and modify as part of the Services from time to time.
You acknowledge and agree that, notwithstanding anything to the contrary in these Terms, you do not own your User Account, nor do you have any rights to the data stored by or on behalf of BabeChat on the servers operating the Services. We may offer different types of User Accounts for different categories of users. You further acknowledge that BabeChat may establish general practices and limitations regarding the use of the Services, including, but not limited to: (i) the maximum period of time that data or other content will be retained by the Services and (ii) the maximum storage capacity allotted on BabeChat’s servers on your behalf. You agree that BabeChat is not responsible for the deletion, loss, or failure to store any data or other content uploaded to or maintained by the Services. Additionally, you acknowledge that BabeChat reserves the right to terminate accounts that remain inactive for an extended period. We may modify these general practices and limitations at any time, at our sole discretion, with or without prior notice.
Organizational Accounts. Certain individuals may access and/or use the Services on behalf of a company or other entity, such as an employer (such entity, an “Organization”). In such cases, notwithstanding anything to the contrary herein: (i) these Terms are an agreement between (A) us and each such individual and (B) us and that Organization; (ii) “you,” as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means (A) each such individual and(B) “the Organization, on behalf of itself, and on behalf of or for the benefit of (as applicable), the Organization’s employees, contractors, agents, and other representatives who are permitted by BabeChat to access and/or use the Services (collectively, “Org Users”)”; and “your” has the corresponding meanings; (iii) the individual accepting these Terms represents and warrants to having the authority to bind that Organization to these Terms (and, in the absence of such authority, such individual may not access, nor use, the Services), and such individual’s acceptance of these Terms will bind that Organization to these Terms; (iv) we may disclose information regarding each Org User and such Org User’s access to and use of the Services to that Organization; (v) any individual’s right to access and use the Services may be suspended or terminated (and the administration of the applicable User Account may be transferred) if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, that Organization; (vi) that Organization will make all Org Users aware of these Terms’ provisions, as applicable to such Org Users, and will cause each Org User to comply with such provisions; and (vii) that Organization will be solely responsible and liable for all acts and omissions of the Org Users, and any act or omission by any Org User that would constitute a breach of these Terms had it been taken by that Organization will be deemed a breach of these Terms by that Organization. Without limiting the generality of the foregoing, if an individual opens a User Account using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with such individual’s access to or use of the Services (or reimburses such individual for payment of such fees), then we may, in our sole discretion, deem such individual to be accessing and using the Services on behalf of that Organization.
Member Account, Password and Security. You are responsible for maintaining the confidentiality of your password and account, and for all activities that occur under your password or account. You agree to immediately notify BabeChat of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session when accessing the Services. BabeChat will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Email Notifications. You consent to receive notifications from us electronically to the e-mail address you provide to us. These notifications may be about your account, changes to our service, or other updates or marketing relating to our platform.
Your Personal Information
We want to be transparent about how we use personal information and about your rights in our Privacy Policy. You should only provide us with personal information of others if you have received permission to do so.
You agree that Intuit may use and maintain your personal information according to our Privacy Policy and any changes published by us.
To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Privacy Policy.
Conditions of Use
User Conduct. In addition to agreeing to comply with our Community Guidelines, which are incorporated herein, you agree to comply with the following conditions in using the Services.
The Services may allow Users to submit, post, display, provide, share, or otherwise make available on or via the Services content, including but not limited to, text, profile information, videos, images, music, comments, questions, and other content, data, and/or information (collectively, excluding Output, Usage Data, and Feedback (as each of those terms is defined below), “User Content”). If you are an Org User, then we may, in our sole discretion, deem all of your User Content as belonging to the applicable Organization.
User Responsibilities. You are solely responsible for all User Content you submit to the Services. Your use of the Services may be subject to applicable license and usage restrictions, including but not limited to open-source or proprietary licenses governing the underlying technology. You agree not to submit any User Content that:
(i) infringes any intellectual property or other proprietary rights of any party;
(ii) you do not have a right to submit;
(iii) contains software viruses or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(iv) poses a privacy or security risk to any person;
(v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
(vi) is threatening, abusive, harassing, tortious, bullying, or excessively violent;
(vii) is defamatory, libelous, or verifiably false with the purpose of harming others;
(viii) constitutes hate speech that demeans or promotes discrimination or violence on the basis of race, ethnicity, gender, religion, age, or other social, physical or mental characteristics;
(ix) is obscene or pornographic;
(x) constitutes sexual harassment;
(xi) constitutes sexual exploitation or abuse of a minor, including sharing child sexual exploitation or abuse imagery or content, grooming, or sexual extortion;
(xii) glorifies self-harm, including self-injury, suicide, or eating disorders;
(xiii) promotes terrorism or violent extremism;
(xiv) furthers or promotes criminal activity;
(xv) seeks to buy or sell illegal drugs;
(xvi) facilitates fully automated decision making that adversely impacts a person’s legal rights or creates a binding, enforceable obligation;
(xvii) seeks to provide medical, legal, financial or tax advice;
(xviii) interferes with or disrupts the Services or servers or networks connected to the Services,
(xix) interferes with or appropriates any person’s right of publicity by using their name, likeness or persona (a) without permission and (b) outside a permissible context such as non-commercial parody or public commentary; or
(xx) in the sole judgment of BabeChat, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or which may expose BabeChat or its users to any harm or liability.
You likewise agree not to do any of the following in connection with your use of the Services:
(i) disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(ii) violate any applicable law or regulation;
(iii) impersonate any person or entity, or misrepresent your affiliation with a person or entity;
(iv) solicit personal information from anyone under the age of 18;
(v) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(vi) obtain or attempt to obtain any information through any means not intentionally made available or provided for through the Services;
(vii) lease, lend, sell or sublicense any part of the Services;
(viii) try to evade any technological measure designed to protect the Services or any technology associated with the Services; or
(ix) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Services source code, in whole or in part (unless a portion of code within the Services is released as open source and the open source license governing such code expressly permits reverse engineering, copying or other modification).
To the extent BabeChat chooses to support voice or audio features, you agree not to do any of the following in connection with your use of the Services:
(i) submit voice recordings of third parties (including but not limited to celebrities) without their consent;
(ii) use any BabeChat voice feature to engage in “deepfakes” or impersonation of any kind, including but not limited to those that create political misinformation, perpetrate frauds or scams, impugn the reputation of third parties, or otherwise amount to harmful conduct.
We reserve the right to investigate and take appropriate action against anyone who we conclude, in our sole discretion, has violated the provisions above. That action may include, without limitation, removing User Content from the Services, suspending or terminating your account, and reporting you to law enforcement.
Output. You may use your output of the Services (“Output”) for any lawful purpose (except as described below), on a royalty-free basis, in each case subject to your compliance with these Terms, including the following: (a) your use of the Services and the Output does not transfer to you ownership of any Intellectual Property Rights in or to the Services and (b) we may, by notice to you at any time, limit your use of the Output or require you to cease using the Output (and to delete any copies of the Output) if we form the view, in our sole and absolute discretion, that your use of the Output may infringe the rights of any third party. You shall not represent that Output was human-generated nor use the Output to train your own machine learning models.
DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS, USE OF THE SERVICES MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. YOU ACKNOWLEDGE AND AGREE THAT THE OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF, OR RELATING TO, ANY OUTPUT OR OTHER CONTENT GENERATED BY, OR ACCESSED ON OR THROUGH, THE SERVICES.
Usage Data. We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Services; (b) to improve our products and services (including the Services), and to develop new products, services, and/or features; (c) to monitor your usage of the Services; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Services may contain technological measures designed to prevent unauthorized or illegal use of the Services; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including Intellectual Property Rights, in and to the Services.
Feedback. To the extent you provide us any suggestions, recommendations, or other feedback relating to the Services or to any other BabeChat products or services (collectively, “Feedback”), you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to the Feedback. Accordingly, we are free to use the Feedback and any ideas, know-how, concepts, techniques, and/or other intellectual property contained in the Feedback, without providing any attribution or compensation to you or to any third party, for any purpose whatsoever, although we are not required to use any Feedback. Feedback is deemed our Confidential Information (as defined below). You acknowledge that, by acceptance of your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
Payment & Cancellations
Some Services may be free, others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).
We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.
We may require payment of fees or a subscription charge for use of the Services (or certain portions of the Services) and you agree to pay such fees. If we have a trial offer, you may need to purchase the Services before the trial ends to retain access to any content provided by, or created through, the Services.
Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
Some aspects of our Services may include content that require the redemption of ProChat. You may access such content by purchasing and/or earning ProChat. You do not own the ProChat regardless of whether you have purchased and/or earned them. ProChat do not constitute a personal property right under any law. Furthermore, ProChat do not hold, and are not redeemable for, any real world monetary value. You are granted a limited, non-transferable, revocable, non-exclusive license for the personal use of the ProChat solely to access certain content related to the Services.
ProChat will be provided to you by the means specified by BabeChat such as purchases, special offers, and the like. Details regarding the payment methods, units, and all other conditions regarding ProChat will be decided by BabeChat and displayed accordingly on the Services.
ProChat cannot be exchanged or be used for any other purpose other than to access certain content offered by the Services. BabeChat reserves the right to change the purchase price for the ProChat at any time, and the number of ProChat required for accessing the content may be changed by BabeChat from time to time and displayed accordingly on the Services. The terms applicable to your access and/or redemption of ProChat are the terms in effect on the date of your access and/use of the content as displayed accordingly on the Services.
Although we are not obligated to do so, if we suspect a transaction is being initiated without authorization, fraudulently, suspiciously or is otherwise unusual based on prior transaction activity we may refuse the ProChat purchase.
We may, at our sole discretion, set, modify, or impose limits on the maximum balance of ProChat that may be held in your account, as well as the maximum amount of ProChat you may purchase, at any time and in any amount."
ProChat may only be used by the account that purchased and/or earned them.
You agree that all ProChat sales by BabeChat to you are final and will not be refunded for any reason unless required by applicable laws or unless we elect, in our sole discretion, to rescind your purchase of ProChat.
BabeChat may from time to time offer promotional ProChat that you do not pay for, including any ProChat we offer you in connection with your download and/or purchase of the BabeChat Apps or other products, your use of the Services, or any other promotional activity ("Free ProChat"). Free ProChat may expire after a certain period of time, which BabeChat shall designate from time to time. When you use ProChat to redeem content, any Free ProChat you have in your account will be applied first, followed by your purchased ProChat.
You are not allowed to transfer ProChat outside of the Services (e.g. selling, gifting, or trading them), nor sublicense, trade, sell, or attempt to sell ProChat for real money, or exchange ProChat for value of any kind outside of the Services. Any such transfer is prohibited and void.
Upon one (1) month prior notice to you, we may, for business or technical purposes discontinue the usage of ProChat from our Services. In such event, all unused ProChat will expire on the specified discontinuance date.
For iOS Users Only: ProChat may be purchased without logging into an account. However, if you choose to purchase and/or use ProChat without logging into your account, the purchased ProChat and unlocked episodes (“Purchased Items”) will only be stored on your device. This means you will not be able to transfer Purchased Items to another device, and in the event you delete the BabeChat App from your device, all Purchased Items will be deleted permanently and cannot be restored even if the BabeChat App is reinstalled.
You may be required to pay fees to BabeChat in order to purchase ProChat or otherwise use certain functionality of the Services (“Service Fees”). You are responsible for paying any applicable Service Fees listed on the Services at the time of purchase. If such Service Fees are specified to be recurring on the Services, you agree that BabeChat may charge such Service Fees on a periodic basis to the payment method you specify at the time of your initial purchase (your “Payment Method”). By using a Payment Method to pay Service Fees, you are expressly agreeing that BabeChat is authorized to charge to the Payment Method the Service Fees and any other fees for additional services you may purchase, together with any applicable taxes. You acknowledge and agree that any fees for the Services may increase at any time. Additional fees may apply for new features or additions to the Service that may be made available from time to time, in which case BabeChat will provide you with notice in advance of charging the additional fees. In the event BabeChat charges additional fees in connection with the Services, you will have an opportunity to review and accept the additional fees that you will be charged, prior to being charged. You acknowledge and agree that BabeChat may use third party payment processors to process Service Fees on our behalf, and that BabeChat will not be held liable for any errors caused by such third party payment processors.
Intellectual Property Rights
User Content You Submit. When you submit User Content to the Services, you represent and warrant that you own all right, title and interest in and to that User Content (including, without limitation, all copyrights and rights of publicity), or that you have received all necessary permissions, clearances, and authorizations in order to submit it to the Services for the uses contemplated in these Terms.
When you submit such User Content, you retain whatever ownership rights in that User Content you had to begin with. You grant BabeChat, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to translate, copy, display, upload, perform, distribute, transmit, make available, store, modify, exploit, commercialize and otherwise use the User Content for any BabeChat-related purpose in any form, medium or technology now known or later developed, including without limitation to operate, improve and provide the Services. This license remains in effect even if you later delete the User Content from the Services or terminate your account.
You agree that these rights and licenses include a right for BabeChat to make the User Content available to, and pass these rights along to, others with whom we have contractual relationships, and to otherwise permit access to or disclose the User Content to third parties if we determine such access is or may be necessary or appropriate.
While we’re not required to do so, we may access, review, screen, edit, modify and delete your User Content at any time and for any reason, including to provide and develop the Services or if we think the User Content violates these Terms or any applicable laws.
Characters & Generations. When you create an AI character ("Character") using the Services in accordance with these Terms, then as between you and BabeChat, you own all rights in that Character. As between you and BabeChat, you also own any text, images, audio, or video the Character generates ("Generations") that are elicited by you. You grant BabeChat, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to translate, copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize and otherwise use the Character and all Generations elicited by you for any purpose in any form, medium or technology now known or later developed, including but not limited to (i) facilitating other users’ ability to interact with the Character and elicit Generations, and (ii) promoting the Services on- or off-platform. This license remains in effect even if you later delete the Character or Generations from the Services or terminate your account.
When you interact with a Character created by BabeChat or created by another user who utilized the Services in accordance with the then-applicable Terms, then you own Generations that are elicited by you from such Character (but not the Character itself, other Generations, other User Content, or any images, text, or other content developed or made by BabeChat, all of which will remain owned by BabeChat or the other third-party owner(s) thereof, as applicable
). You grant BabeChat, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to translate, copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize and otherwise use the Generations elicited by you for any purpose in any form, medium or technology now known or later developed, including but not limited to (i) facilitating other users’ ability to interact with the Character and elicit Generations, and (ii) promoting the Services on- or off-platform. This license remains in effect even if you later delete the Character or Generations from the Services or terminate your account.
Services Content, Software and Trademarks. You acknowledge and agree that the Services may contain content or features protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar automated data gathering or extraction methods. If you are blocked by us from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or content on the Services other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by us.
Our IP rights. The BabeChat name and logos are trademarks of BabeChat (collectively the “BabeChat Trademarks”). Other trademarks used and displayed via the Services may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to BabeChat. Nothing in these Terms or the Services should be construed as granting any license or right to use any of BabeChat Trademarks without our prior written permission in each instance. All goodwill generated from the use of BabeChat Trademarks will inure to our exclusive benefit. Our name and logo may only be used in accordance with our guidelines if it appears on our Website or Apps.
Third Party Material. Under no circumstances will BabeChat be liable for any content or materials of any third parties, including Characters created by third parties and any resulting Generations. This includes, but is not limited to, infringement of intellectual property rights, errors or omissions in any content, and any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content and that AI-generated chats, by their nature, are unpredictable and may produce Generations that are inaccurate or offensive. You agree that you must evaluate, and bear all risks associated with, the use of any User Content or Generations. You should not rely on the accuracy or completeness of statements made in User Content or Generations, and if you do so, you acknowledge that it is at your own risk.
You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse or remove any content (including User Content, Characters and Generations) that is available via the Services. Without limiting the foregoing, we have the right to remove any content that violates these Terms or is deemed otherwise objectionable by us, in our sole discretion.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services provided by you to BabeChat are non-confidential, and that we are entitled to use and disseminate them for any purpose, without acknowledgment of or compensation to you.
You acknowledge and agree that we may preserve content and metadata in compliance with applicable law and our Privacy Policy. You acknowledge and agree that we may disclose content and/or metadata if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of BabeChat, its users and the public.
Additional Terms for Apps
General. To use any App, you must have a mobile device that is compatible with such App. BabeChat does not warrant that any App will be compatible with your mobile device; further information on compatibility is to be found in the support documentation in the Apple App Store and the Google Play Store. You may use mobile data in connection with an App and may incur additional charges from your wireless provider in connection with such App. You understand and acknowledge that you are solely responsible for any such charges. We hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to use a compiled code copy of the App(s) under your User Account on one (1) or more mobile devices owned or controlled solely by you (except to the extent Apple or Google permits any shared access and/or use of the iOS App or Android App (as each of those terms is defined below), respectively), solely in accordance with these Terms. The foregoing license grant is not a sale of any App or of any copy thereof. You may not: (a) modify, disassemble, decompile, or reverse engineer any App, except to the extent that such restriction is expressly prohibited by Applicable Law; (b) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any App to any third party, or use any App to provide time sharing or similar services for any third party; (c) make any copies of any App; (d) remove, circumvent, disable, damage, or otherwise interfere with security-related features of any App, features that prevent or restrict use or copying of any content accessible through any App, or features that enforce limitations on use of the Apps; or (e) delete the copyright or other proprietary rights notices on any App. You acknowledge that we may, from time to time, issue upgraded versions of the Apps, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and you understand and acknowledge that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated into an App is covered by the applicable open source or third-party license, if any, authorizing use of such code. We or our third-party partners or suppliers retain all right, title, and interest in and to the Apps (and any copies thereof). Any attempt by you to transfer or delegate any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.
iOS App. This Section (iOS App) applies to any App you acquire from the Apple App Store (such App, “iOS App”). You and BabeChat understand and acknowledge that these Terms are solely between you and BabeChat, not Apple, Inc. (“Apple”), and that Apple has no responsibility for the iOS App or content thereof. Your access to and use of the iOS App must comply with the usage rules set forth in Apple’s then-current [Apple Media Services Terms and Conditions](https://www.apple.com/legal/internet-services/itunes/) and with the applicable [Volume Content Terms](https://www.apple.com/legal/internet-services/itunes/vppbusiness/ww/). You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed solely by these Terms and any law applicable to BabeChat as provider of the iOS App. You and BabeChat acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the iOS App, or your possession and use of that iOS App, infringes that third party’s intellectual property rights, BabeChat , not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You and BabeChat acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms as relates to your license of the iOS App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the iOS App against you as a third-party beneficiary thereof.
Android App. The following applies to any App you acquire from the Google Play Store (such App, “Android App”): (a) you acknowledge that these Terms are between you and BabeChat only, and not Google LLC or any affiliate thereof (collectively, “Google”); (b) your access to and use of the Android App must comply with Google’s then-current [Google Play Terms of Service](https://play.google.com/about/play-terms/); (c) Google is only a provider of the Google Play Store where you obtained the Android App; (d) BabeChat, and not Google, is solely responsible for the Android App; (e) Google has no obligation or liability to you with respect to the Android App or these Terms; and (f) you understand and acknowledge that Google is a third-party beneficiary to these Terms as they relate to the Android App.
Copyright Complaints
BabeChat respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify BabeChat of your infringement claim in accordance with the procedure set forth below.
DMCA Notices. BabeChat will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A written notification of claimed copyright infringement should be mailed to:
BabeChat, Inc. 131 Continental Dr., Suite 305, Newark, DE 19713
You can also submit a DMCA request by sending an email to [email protected].
To be effective, the notification must be in writing and contain the following information:
(i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(iii) A description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
Your address, telephone number, and email address;
(iv) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
(v) A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notices. If you believe that your User Content was removed or disabled due to a DMCA notice, and you believe the User Content is not infringing, you may send us a written counter-notice containing the following information:
(i) Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(ii) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;
(iii) Your name, address, telephone number and email address; and
(iv) A statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If we receive a counter-notice, we will send a copy of the counter-notice to the original complaining party informing them that we will restore the removed/disabled content within 14 business days unless the original complaining party tells us they have filed a court action relating to the User Content.
Repeat Infringer Policy. In accordance with the DMCA and other applicable law, BabeChat has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. BabeChat may also at its sole discretion limit access to the Services or terminate the registrations of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Third Party Websites and Services
The Services or third parties may provide links or other access to other sites and resources on the Internet or to third-party applications. BabeChat has no control over such sites, resources or applications and BabeChat is not responsible for and does not endorse them. You acknowledge and agree that BabeChat will not be responsible or liable, directly or indirectly, for any damage or loss caused by reliance on any content, events, goods or services available on or through any such sites, resources or applications. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that BabeChat is not liable for any loss or claim that you may have against any such third party.
Indemnity and Release
To the extent permitted by applicable law, you agree to release, indemnify and hold BabeChat and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, and expenses of any kind arising out of or relating to your use of the Services. Without limiting the foregoing, the release and indemnification described above includes reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services.
If you are a California resident, you waive California Civil Code Section 1542, which says:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranty
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BABECHAT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BABECHAT MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
Limitation of Liability
YOU UNDERSTAND AND AGREE THAT EXCEPT AS REQUIRED BY APPLICABLE LAW, BABECHAT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BABECHAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) YOUR ACCESS, USE, CREATION OF, OR INTERACTION WITH ANY CONTENT, CHARACTER OR GENERATIONS; (III) YOUR SHARING WITH ANY THIRD PARTY OF ANY CONTENT, CHARACTER OR GENERATIONS; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING USERS) ON THE SERVICES; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL BABECHAT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF: (I) $100; OR (II) THE AMOUNT YOU PAID BABECHAT (IF ANY) IN CONNECTION WITH YOUR USE OF THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
Dispute Resolution By Binding Arbitration
Dispute Resolution. Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with BabeChat, Inc., its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “BabeChat Parties”) and limits the manner in which you can seek relief from the BabeChat Parties.
Applicability of Arbitration Agreement. You agree that any dispute between you and any of the BabeChat Parties relating in any way to the Websites and the Apps, the Services offered on the Websites and the Apps or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the BabeChat Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the BabeChat Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the BabeChat Parties on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms.
Informal Dispute Resolution. There might be instances when a Dispute arises between you and BabeChat. If that occurs, BabeChat is committed to working with you to reach a reasonable resolution. You and BabeChat agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and BabeChat therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to BabeChat that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: [email protected], or by regular mail to BabeChat, Inc., 1111B S Governors Ave STE 28045, Dover, DE 19904, USA. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.
Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and BabeChat agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and BabeChat otherwise agree, or the Batch Arbitration process discussed in Section entitled “Batch Arbitration” is triggered, the arbitration will be conducted in San Francisco, CA. If the parties are unable to agree on a location, the determination shall be made by JAMS. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.
You and BabeChat agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the Section entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION ENTITLED “APPLICABILITY OF ARBITRATION AGREEMENT” YOU AND THE BABECHAT PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the BabeChat Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section entitled “Applicability of Arbitration Agreement” above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. YOU AND BABECHAT AGREE THAT, EXCEPT AS SPECIFIED IN SECTION ENTITLED “BATCH ARBITRATION” EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and BabeChat agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This Section does not prevent you or BabeChat from participating in a class-wide settlement of claims.
Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or BabeChat need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and BabeChat agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against BabeChat by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by BabeChat.
You and BabeChat agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include:
(1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: BabeChat, Inc., 1111B S Governors Ave STE 28045, Dover, DE 19904, USA, or email to [email protected], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
Invalidity, Expiration. Except as provided in the Section entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with BabeChat as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if BabeChat makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing BabeChat at the following address: BabeChat, Inc., 1111B S Governors Ave STE 28045, Dover, DE 19904, USA, or email to [email protected]. Unless you reject the change within 30 days of such change becoming effective by writing to BabeChat in accordance with the foregoing, your continued use of the Websites and the Apps and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. BabeChat will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
Termination
General. You agree that BabeChat, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if BabeChat believes that you have violated or acted inconsistently with the letter or spirit of these Terms. If you believe we have suspended or terminated your account in error, you can file an appeal by emailing us at [email protected].
BabeChat may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that BabeChat may (but has no obligation to) immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Termination of your account or access to any component of the Services will not terminate BabeChat’s rights to your User Content. Further, you agree that BabeChat will not be liable to you or any third party for any termination of your access to the Services.
Please note that removing an our mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for Services, please follow the applicable Services instructions. If you wish to delete your data from a Services, please log into your BabeChat account manager and follow the instructions under the respective data and privacy settings or follow the instructions in our Privacy Policy.
Effect of Termination. You must stop using the Services once your subscription expires or you cancel your account (or if these Terms or your account is terminated).
Upon expiration of your subscription or cancellation of your account, or our termination of your account or these Terms, you must immediately stop using the Services and pay all fees for Services used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.
Survival. There are parts of these Terms that will continue to apply after termination.
The following Sections, along with all their respective subsections, will survive any termination, discontinuation or cancellation of the Services or your account: “Your Personal Information,” “Payment and Cancellations” (with respect to fees due and unpaid), “User Responsibilities,” “Output,” “Usage Data,” “Feedback,” “Intellectual Property Rights,” “Copyright Complaints,” “Third Party Websites and Services,” “Indemnity and Release,” “Disclaimer of Warranty,” “Limitation of Liability,” “Dispute Resolution By Binding Arbitration,” and “General Terms (Miscellaneous)”.
General Terms (Miscellaneous)
Entire Agreement. These Terms constitute the entire agreement between you and BabeChat and govern your use of our Services, superseding any prior agreements between you and BabeChat with respect to the Services.
Choice of Law, Jurisdiction, Venue. These Terms are governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and BabeChat agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California.
Severance. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
No Waiver. Any failure of BabeChat to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision.
Expiration of Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms must be filed within one year after such claim or cause of action arose or be forever barred.
Assignment. You may not assign these Terms without the prior written consent of BabeChat, but BabeChat may assign or transfer these Terms, in whole or in part, without restriction.
Notice. Notices to you may be made via either email or regular mail. We may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.
Changes to these Terms
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. We may notify you of these changes by posting on the Website or through the Apps, or by other means. We will give you at least 30 days advance notice of changes to these Terms that materially adversely impact you. All other changes will become effective no earlier than 7 days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms.
Contact Us
If you have any questions about our Services, or to report any violations of these Terms, please contact us at [email protected].