Terms of Service

Last updated: November 14, 2014

IMPORTANT! If you are not of legal age to form a binding contract (in many places, this is 18 years old), then you must get your parent or guardian to read these terms and agree to them for you, before you use MathChat or provide any information to us. Please review this agreement with your parent or guardian so that you both understand how MathChat works and what restrictions apply to your use of our mobile application, websites and services.


Thanks for using MathChat! We're glad you're here, but there are some rules you need to agree to before you use our mobile application, websites and services ("Services"). This is an agreement between MathChat Inc., a Delaware corporation (“MathChat"), the owner and operator of www.getmathchat.com (the “MathChat Site”), the MathChat software, including MathChat (collectively, including all content provided by MathChat through MathChat and the MathChat Site, the "MathChat Service", or the "Service"), and you (“you” or “You”), a user of the Service. BY USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS OF SERVICE, AND MATHCHAT'S PRIVACY POLICY, WHICH CAN BE FOUND AT http://www.getmathchat.com/privacy.html, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you choose to not agree with any of these terms, you may not use the Service.


Changes to the Terms of Service

We may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, posting a notice on the Services or updating the "Last Updated" date above. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services.

Use of other websites

These Terms of Service apply to all users of the MathChat Service. Information provided by our users through the MathChat Service may contain links to third party websites that are not owned or controlled by MathChat. MathChat has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, MathChat will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly acknowledge and agree that MathChat shall not be responsible for any damages, claims or other liability arising from or related to your use of any third-party website.

Accounts

In order to use the Services, you may be required to register for an account with MathChat (“MathChat Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Sites and the Products does not violate any applicable laws. MathChat may suspend or terminate your MathChat Account. You are solely responsible for selecting an appropriate username and for any and all disclosures you make of your username to others, including any selection or disclosure that makes you personally identifiable. You are responsible for maintaining the confidentiality of your MathChat Account login username and password (the “Login Information”) and are fully responsible for all activities that occur under your MathChat Account. You agree to immediately notify MathChat of any unauthorized use, or suspected unauthorized use, of your MathChat Account, Login Information or any other breach of security. MathChat will have the right, but not the obligation, to deactivate any MathChat Account identified in such a notification. MathChat cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.


Your Content

For users, the Service permits user submissions including text, drawing, photographs, or other materials ("User Generated Content") and the hosting and sharing of such User Generated Content. By uploading or otherwise submitting any materials to us and/or the Service, you automatically grant (or warrant that the owner of such rights has expressly granted) to MathChat a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such materials or incorporate such materials into any form, medium, or technology (now known or hereafter developed or devised). In addition, you warrant that all so-called "moral rights" and other rights recognized throughout the world (including without limitation, the European Economic Community) in those materials have been waived.


You shall be solely responsible for, and assume all liability regarding your own User Generated Content, the consequences of posting or publishing them, and your interaction with other users through the Service.


MathChat does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and MathChat expressly disclaims any and all liability in connection with User Generated Content. MathChat does not permit copyright infringing activities or infringement of intellectual property rights on its Service, and MathChat will remove all User Generated Content if properly notified that such Content or User Submission infringes on another's intellectual property rights. MathChat reserves the right to remove User Generated Content without prior notice.


You acknowledge that MathChat may or may not pre-screen User Generated Content, but that MathChat and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Generated Content that is available via the Service. Without limiting the foregoing, MathChat and its designees shall have the right to remove any User Generated Content that violates the Terms of Use or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any User Generated Content, including any reliance on the accuracy, completeness, or usefulness of such User Generated Content.


User Conduct

MathChat does not allow, and you agree not to use this Service to:

We reserve the right to remove any material or terminate the account of any person we determine violates any of these terms.


Notwithstanding the foregoing, MathChat is not required to host, index, or display any User Generated Content uploaded or otherwise provided to MathChat, and may remove or refuse to host, index or display any User Generated Content. MathChat is not responsible for any loss, theft, intellectual property infringement or damages of any kind related to the User Generated Content.


By using this Service, you agree to allow MathChat the right to use the information from you and your experiences through the Service to monitor, track and research ways to improving MathChat's services.


Feedback

If you provide MathChat with any feedback or suggestions, including support inquiries (“Feedback”), you hereby assign to MathChat all rights in the Feedback and agree that MathChat will have the right to use such Feedback and related information in any manner it deems appropriate. MathChat will treat any Feedback you provide to MathChat as non-confidential and non-proprietary. You agree that you will not submit to MathChat any information or ideas that you consider to be confidential or proprietary.

Warranty Disclaimer

MathChat does not make any representations or warranties concerning any content contained in or accessing through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of services or products (including Publisher Software) offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided "AS IS" and without any warranty of any kind from MathChat or others. THE SERVICES, CONTENT, WEBSITE, AND ANY SOFTWARE ARE PROVIDED ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL MATHCHAT BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO MATHCHAT IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold MathChat, its affiliates, officers, agents, employees, contractors, and partners harmless for and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without MathChat's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration

These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California.

Miscellaneous

You will be responsible for withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and MathChat agree that these Terms are the complete and exclusive statement of the mutual understanding between you and MathChat, and that it supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind MathChat in any respect whatsoever. Except as expressly set forth in the Apple Application Terms, you and MathChat agree there are no third party beneficiaries intended under this Agreement.