Terms of Service Agreement

Introduction

Thank you for using the BrightChat platform and the products, services and features we provide to you as part of our platform.

These Terms of Service set forth the agreement (“Agreement”) between you and ShenXun, Inc. dba BrightChat (“BrightChat” “we”,”us” or “our”). It governs your use of the Service we offer through our websites and applications. Please read this agreement carefully and make sure you understand it, because, by using our service, you consent to this Agreement. If you do not understand the Agreement, or do not accept any part of it, you may not access or use the Service for any purpose.

THERE ARE IMPORTANT DIFFERENCES BETWEEN OUR SERVICES AND YOUR MOBILE PHONE AND A FIXED-LINE TELEPHONE AND SMS SERVICES. OUR SERVICES DO NOT PROVIDE ACCESS TO EMERGENCY SERVICES OR EMERGENCY SERVICES PROVIDERS, INCLUDING THE POLICE, FIRE DEPARTMENTS, OR HOSPITALS, OR OTHERWISE CONNECT TO PUBLIC SAFETY ANSWERING POINTS. YOU SHOULD ENSURE YOU CAN CONTACT YOUR RELEVANT EMERGENCY SERVICES PROVIDERS THROUGH A MOBILE PHONE, A FIXED-LINE TELEPHONE, OR OTHER SERVICE.

NOTICE: SECTION 12 OF THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT FOR CERTAIN PRIVACY CLAIMS THAT YOU OR BRIGHTCHAT COULD ASSERT. BY USING OUR SERVICE AND ACCEPTING THIS AGREEMENT, YOU (1) AGREE TO BINDING ARBITRATION OF THESE CLAIMS BEFORE A NEUTRAL ARBITRATOR; AND (2) WAIVE YOUR RIGHTS TO GO TO COURT, HAVE A JURY HEAR YOUR CASE, OR PARTICIPATE AS PART OF A CLASS OF PLAINTIFFS WITH RESPECT TO SUCH CLAIMS.

ACCEPTANCE. By accessing or using the Service, you accept this Agreement and any posted guidelines and rules applicable to such Service, which may be posted and updated from time to time on the www.BrightChat.com website and consent to contract with us electronically. All such guidelines and rules are incorporated by reference into this Agreement. You also agree to view the content used in connection with the Service, which may include but is not limited to, videos, audio, graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by you, BrightChat or a third-party (collectively, “Content”). If you are an entity other than a natural person, the person who registers the account or otherwise uses our Service must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account. If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement. We reserve the right, at our discretion, to update or revise the Agreement periodically for changes. By continuing to use our Service, you accept any revised Agreement.
OUR SERVICE. Our websites and applications offer a place for you to communicate with other BrightChat users including through secure instant messages, voice and video calls, sending images, videos, sharing your location with someone and private social network services (collectively, the “Service(s)”). This Agreement governs your use of BrightChat owned-and-operated websites and applications. To operate our Services, we need to store and distribute content and information in data centers and systems around the world, including outside your country of residence. The use of this infrastructure is necessary and essential to provide our Services. This infrastructure may be owned or operated by our service providers including affiliated companies. Our Services may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users generally. We also retain the right to create limits on use and storage at our sole discretion at any time. We may also remove or refuse to distribute any Content on the Services, limit distribution or visibility of any Content on the service, suspend or terminate users, and reclaim usernames without liability to you. In consideration for us granting you access to and use of the Services, you agree that we and our third-party providers and partners may place advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others. You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety for our users and the public.
REGISTRATION. You are required to register if you wish to use the Services. To register you will need to create an account with BrightChat and select a password and screen name (“BrightChat User ID”). You must provide BrightChat with accurate, complete, and updated registration information. Failure to do so will be a breach of this Agreement, and may result in immediate termination of your BrightChat account. You may not (i) select or use as a BrightChat User ID a name of another person with the intent to impersonate that person; (ii) use as a BrightChat User ID a name subject to any rights of a person and/or entity other than you without appropriate authorization; or (iii) use as a BrightChat User ID a name that is otherwise offensive, vulgar or obscene. BrightChat reserves the right to refuse registration of, or cancel, a BrightChat User ID in its sole discretion. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify BrightChat immediately of any breach of security or unauthorized use of your account. Although BrightChat will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of BrightChat or others due to such unauthorized use. All registration information provided by you shall be subject to BrightChat’s Privacy Policy. By creating an account, you agree to receive notices from BrightChat at the email address you provide and text messages and phone calls (from us or our third-party providers) with codes to register for our Services. You can use the contact upload feature and provide us, if permitted by applicable laws, with the phone numbers in your mobile address book on a regular basis, including those of both the users of our Services and your other contacts.
AGE ELIGIBILITY. You must be at least 18 years old or the applicable age of majority in your jurisdiction, whichever is greater, to create an account or otherwise use our Service. Individuals under the applicable age may use our Service only through a parent or legal guardian’s account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding. If you are a parent or legal guardian of a user under the applicable age of majority in your jurisdiction, by allowing your child to use the Service, you are subject to the terms of this Agreement and responsible for your child’s activity on the Service. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access. You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
DEVICES AND SOFTWARE. You must provide certain devices, software, and data connections to use our Services, which we otherwise do not supply. In order to use our Services, you consent to manually or automatically download and install updates to our Services. You also consent to our sending you notifications via our Services from time to time, as necessary to provide our Services to you.
FEES AND TAXES. You are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your use of our Services.
ACCEPTABLE USE POLICY. You must use our Services according to our Agreement and posted policies. If you violate our Agreement or policies, we may take action with respect to your account, including disabling or suspending your account and, if we do, you agree not to create another account without our permission. Disabling or suspending your account will be in accordance with the “Term and Termination” section (Section 8 below). You must access and use our Services only for legal, authorized, and acceptable purposes. You will not use (or assist others in using) our Services in ways that: (a) violate, misappropriate, or infringe the rights of BrightChat, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or instigate or encourage conduct that would be illegal or otherwise inappropriate, such as promoting violent crimes, endangering or exploiting children or others, or coordinating harm; (c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone; (e) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like; or (f) involve any non-personal use of our Services unless otherwise authorized by us. You must not (or assist others to) directly, indirectly, through automated or other means, access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible or unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, our users, or others, including that you must not directly or through automated means: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services; (b) send, store, or transmit viruses or other harmful computer code through or onto our Services; (c) gain or attempt to gain unauthorized access to our Services or systems; (d) interfere with or disrupt the safety, security, confidentiality, integrity, availability, or performance of our Services; (e) create accounts for our Services through unauthorized or automated means; (f) collect information of or about our users in any impermissible or unauthorized manner; (g) sell, resell, rent, or charge for our Services or data obtained from us or our Services in an unauthorized manner; (h) distribute or make our Services available over a network where they could be used by multiple devices at the same time, except as authorized through tools we have expressly provided via our Services; (i) create software or APIs that function substantially the same as our Services and offer them for use by third parties in an unauthorized manner; or (j) misuse any reporting channels, such as by submitting fraudulent or groundless reports or appeals. You are responsible for keeping your device and your BrightChat account safe and secure, and you must notify us promptly of any unauthorized use or security breach of your account or our Services. You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from us if you are (a) located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a terrorist-supporting country; or (b) listed on any U.S. Government list of restricted parties. We reserve the right to remove Content that violates this Agreement.
THIRD-PARTY SERVICES. Our Services may allow you to access, use, or interact with third-party websites, apps, content, other products and services. Please note that this Agreement and our Privacy Policy apply only to the use of our Services. When you use third-party products or services, their terms and privacy policies will govern your use of those products or services.
LICENSES. BrightChat does not claim ownership of the information that you submit for your BrightChat account or through our Services. You must have the necessary rights to such information that you submit for your BrightChat account or through our Services and the right to grant the rights and licenses in our Terms. We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks (or any similar marks), domains, logos, trade dress, trade secrets, patents, and other intellectual property rights unless you have our express permission. In order to operate and provide our Services, you grant BrightChat a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that you upload, submit, store, send, or receive on or through our Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use our Services, subject to and in accordance with this Agreement. This license is for the sole purpose of enabling you to use our Services in the manner permitted by this Agreement. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.
YOUR OBLIGATIONS.

Representations and Warranties

You specifically represent and warrant that (i) you either own fully and outright the content or have obtained all rights, approvals, licenses, consents and permissions as are necessary, and are authorized to grant the licenses granted by you under this Agreement, to make the representations and warranties made herein, and to perform your obligations hereunder; (ii) your content and the distribution and/or publication of your content through the Service, directly or indirectly, does not, and shall not, infringe or misappropriate any copyright, trademark, privacy right, name and likeness right or any other rights of any third party; (iii) you have obtained all necessary consents (including with respect to name and likeness), secured all licenses and paid all associated fees required to be paid to third parties (including for the use of any music performed in, contained in or synchronized with any of the Content) (“Third Party Fees”) with respect to the content and you covenant to timely pay any and all Third Party Fees required to be paid in the future. You further expressly agree that, as between you, on the one hand, and BrightChat and its affiliates, subsidiaries and distribution partners on the other hand, any obligation to secure any third party rights and to pay Third Party Fees as a result of distribution of your content pursuant to this Agreement shall be your obligation and not the obligation of BrightChat or any of its affiliates, subsidiaries or partners.

Indemnification

You agree to defend, indemnify and hold harmless BrightChat and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, “BrightChat Indemnitees”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement, including any breach of any representation, warranty, covenant or agreement made by you herein; (iii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any content you uploaded or published on the Service caused damage to a third party; or (v) your gross negligence or willful malfeasance (collectively, “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the BrightChat Indemnitees. BrightChat shall have the right, in its sole discretion, to select its own legal counsel to defend the BrightChat Indemnitees from any Claims (but by doing so shall not waive Your indemnity obligations), and you shall be solely responsible for the payment of all reasonable attorneys’ fees incurred by the BrightChat Indemnitees in connection therewith. You shall notify BrightChat immediately if you become aware of any actual or potential Claims, suits, actions, allegations or charges that could affect your or BrightChat’s ability to fully perform its respective duties or to exercise its respective rights under this Agreement. You shall not, without the prior express written approval of BrightChat, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any BrightChat Indemnitee. This defense and indemnification obligation will survive this Agreement and your use of the Service.

TERM AND TERMINATION.

This Agreement begins when you first use our Service and continues so long as you use our Service or have an account with us, whichever is longer.

We will notify you with the reason for termination by BrightChat unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority, or would otherwise risk legal liability for BrightChat or our affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, BrightChat or our affiliates.

If you breach this Agreement, BrightChat may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account or any content within it; and (c) to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If BrightChat deletes your account for breach, you may not re-register.

You acknowledge and agree that BrightChat shall not be liable to you or any third party for any termination or suspension of your access to the Service.

DISCLAIMERS. THE BRIGHTCHAT SERVICE, BRIGHTCHAT CONTENT AND MARKS ARE PROVIDED BY BRIGHTCHAT “AS IS” AND “AS AVAILABLE” ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BRIGHTCHAT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE SERVICE OR CONTENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BRIGHTCHAT DISCLAIMS ALL WARRANTIES REGARDING THE SERVICE AND ITS CONTENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, TITLE, SUITABILITY, THE AVAILABILITY OR QUALITY OF ANY SERVICES AVAILABLE VIA THE SERVICE OR OTHERWISE. YOU AGREE THAT USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. BRIGHTCHAT MAKES NO REPRESENTATION, WARRANTY OR ASSURANCE TO YOU THAT THE SERVICE WILL BE ERROR-FREE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC. YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICE RELIES UPON THIRD-PARTY SOFTWARE FOR CERTAIN FUNCTIONS, INCLUDING, WITHOUT LIMITATION, THE ENCODING AND APPLICATION OF SECURITY AND DIGITAL RIGHTS MANAGEMENT FUNCTIONALITY AND PROTECTIONS, IF AVAILABLE. BRIGHTCHAT MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT SUCH SOFTWARE WILL BE ERROR FREE, ACCOMPLISH THE SPECIFIED INTENT OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND BRIGHTCHAT SHALL NOT BE LIABLE FOR ANY FAILURE THEREOF TO YOU OR ANY THIRD PARTY. YOU ALSO ACKNOWLEDGE AND AGREE THAT TECHNOLOGY MAY EXIST OR BE DEVELOPED TO COPY, DOWNLOAD OR OTHERWISE ACQUIRE YOUR VIDEO CONTENT WITHOUT YOUR AND/OR BRIGHTCHAT’S AUTHORIZATION AND/OR KNOWLEDGE, INCLUDING, WITHOUT LIMITATION, VIDEO CONTENT DELIVERED THROUGH STREAMING TECHNOLOGY. FURTHER, BRIGHTCHAT DOES NOT ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR INCLUDED IN ANY BANNER OR OTHER ADVERTISING, AND BRIGHTCHAT WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WITH RESPECT THERETO. BRIGHTCHAT MAKES NO REPRESENTATIONS OR WARRANTIES THAT OUR SERVICE, OR ANY PART THEREOF, WILL BE AVAILABLE OR PERMITTED IN YOUR JURISDICTION, UNINTERRUPTED OR ERROR-FREE, COMPLETELY SECURE, OR ACCESSIBLE FROM ALL DEVICES OR BROWSERS, THAT WE WILL HOST, MAKE AVAILABLE, OR REMOVE ANY SPECIFIC PIECE OF CONTENT, THAT ANY GEO-FILTERING OR DIGITAL RIGHTS MANAGEMENT SOLUTION THAT WE MIGHT OFFER WILL BE EFFECTIVE, THAT WE COMPLY WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE GRAMM-LEACH-BLILEY ACT (GLBA), OR ANY OTHER INDUSTRY-SPECIFIC PRIVACY OBLIGATIONS, THE SERVICE OR ITS ACCURACY, RELIABILITY, OR AVAILABILITY, THAT THE SERVICE WILL MEET YOUR BUSINESS OR PROFESSIONAL NEEDS, THAT WE WILL CONTINUE TO SUPPORT ANY PARTICULAR FEATURE OR MAINTAIN BACKWARDS COMPATIBILITY WITH ANY THIRD-PARTY SOFTWARE OR DEVICE, OR THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE. IF YOU ARE A UNITED STATES RESIDENT, YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY OTHER SIMILAR APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH SAYS THAT: 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.
LIMITATION OF LIABILITY. IN NO EVENT SHALL BRIGHTCHAT OR ITS AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICE, THE CONTENT, THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT, AND/OR ANY CONTENT, PRODUCTS OR SERVICES DISTRIBUTED ON OR PROVIDED THROUGH THE SERVICE, WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER CAUSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF BRIGHTCHAT OR ITS SUPPLIERS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BRIGHTCHAT ASSUMES NO LIABILITY FOR: THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT, ANY ERRORS, MISTAKES OR INACCURACIES IN OR OF ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO CONTENT; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE BRIGHTCHAT SERVICES; ANY UNAUTHORIZED ACCESS TO OR USE OF THE BRIGHTCHAT SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE BRIGHTCHAT WEBSITE; ANY VIRUSES, BUGS, TROJAN HORSES, WORMS OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH THE BRIGHTCHAT WEBSITE BY ANY THIRD PARTY, AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO CONTENT, POSTED, EMAILED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE. SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, BRIGHTCHAT’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
DISPUTES, ARBITRATION, AND CHOICE OF LAW. If you are dissatisfied with our Service for any reason, please contact us first so that we can try to resolve your concerns without the need for outside assistance.

Choice of Law

Any disputes relating to this Agreement or your use of our Service will be governed by the laws of New York State and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. Notwithstanding the foregoing, the arbitration agreement set forth in this Section 12 will be governed by the Federal Arbitration Act.

Choice of Venue for Litigation; Jury Trial Waiver

Except for matters that must be arbitrated (as set forth below), you and BrightChat agree that any action relating to this Agreement or your use of our Service must be commenced in either the Commercial Division of the New York State Supreme Court for New York County or the United States Federal Court for the Southern District of New York; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, BRIGHTCHAT AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY. You agree that the Service shall be deemed to be solely based in the State of New York and the BrightChat website shall be deemed a passive website that does not give rise to personal jurisdiction over BrightChat, either specific or general, in jurisdictions other than the State of New York.

Arbitration of Privacy Claims; Class Action Waiver

The exclusive means of resolving any Covered Privacy Claim (defined below) shall be BINDING ARBITRATION. The arbitration will be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures, as modified by our Arbitration Procedures. If you are a consumer, as defined by JAMS in its Consumer Minimum Standards, you may request that the arbitration hearing be conducted in the area in which you reside. Otherwise, the hearing (if any) shall take place in New York County, New York State, United States of America. EACH PARTY WAIVES ITS RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY COVERED PRIVACY CLAIM.

CHANGES TO THE SERVICE. BrightChat is constantly changing and improving the Service. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user. Whenever reasonably possible, we will provide notice when we discontinue or make material changes to our Service that will have an adverse impact on the use of our Service. However, you understand and agree that there will be times when we make such changes without notice, such as where we feel we need to take action to improve the security and operability of our Service, prevent abuse, or comply with legal requirements.
COPYRIGHT PROTECTION. If you believe that your Content has been copied in a way that constitutes copyright infringement, please report this by contacting us at: service@brightchat.com
LIMITATION ON LEGAL ACTION. YOU AND BRIGHTCHAT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
NO ENDORSEMENT; AVAILABILITY; MONITORING. You understand that you will be exposed to Content from a variety of users. You acknowledge that BrightChat does not endorse, evaluate or guarantee any Content and you may not state or imply any such endorsement, evaluation or guarantee. BrightChat is not responsible for the accuracy, usefulness, safety, or intellectual property rights of Content. BrightChat does not guarantee that any Content will be made available on the Service, whether continuously or at all. BrightChat does not assume any responsibility or liability for any Content and you agree to waive any legal or equitable rights or remedies You may have against BrightChat regarding such Content. You acknowledge that you have no expectation of privacy or confidentiality with respect to Content. BrightChat shall have no obligation to monitor any user or Content. However, BrightChat and its agents shall have and do reserve the right to monitor any user and Content from time to time for any lawful purpose. BrightChat may, without notice to you, remove or block any user and Content from the Service, including disabling access to such user and Content that you have downloaded through the Service. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable.
MODIFYING THIS AGREEMENT. We may modify this Agreement, for example, to reflect changes to our Service or for legal, regulatory, or security reasons. BrightChat will provide reasonable advance notice of any material modifications to this Agreement and the opportunity to review them, except that modifications addressing newly available features of the Service or modifications made for legal reasons may be effective immediately without notice. Modifications to this Agreement will only apply going forward. If you do not agree to the modified terms, you should remove any Content you have uploaded and discontinue your use of the Service.
PRIVACY POLICY. Please read the Privacy Policy carefully for disclosures relating to the collection and use of your personal information. The Privacy Policy, is incorporated by reference and made part of this Agreement. Your use of the Service is subject to your acceptance of our Privacy Policy.
GENERAL PROVISIONS.

Assignment

You may not assign any of Your rights or obligations under this Agreement without BrightChat’s express prior written consent. BrightChat may assign its rights or assign or delegate any of its obligations under this Agreement without restriction.

Enforceability and Waiver

If any provision of this Agreement is found illegal or unenforceable, this Agreement will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. No delay or failure by BrightChat to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.

Entire Agreement

This Agreement constitutes the entire understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all previous agreements between you and BrightChat concerning the subject matter hereof. Neither party hereto has relied on any statement, representation or promise of the other party or representative thereof in agreeing to this Agreement.

Export and International Use

The Service is controlled and offered by BrightChat from its facilities in the United States of America. BrightChat makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law. BrightChat shall not have any liability with respect to such use.

Force Majeure

In the event that BrightChat is prevented from performing or is unable to perform any of its obligations under this Agreement due to any cause beyond its reasonable control, then BrightChat’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

Links to Third Party Websites or Service

As a convenience for its users, BrightChat may contain links on this website to other websites owned by third parties or make viewing of videos available on third party websites or services. Unless otherwise stated, BrightChat does not endorse or control these third parties and takes no responsibility for them or their websites. Please refer to these third-party websites for their terms and conditions and other policies.

Notices

All notices required to be given in writing and submit to: service@brightchat.com.

If to you: via email or transmittal to the address identified by you through your registration for the Service shall constitute notice to you.

Severability

Each provision of this Agreement shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision.

Survival

All terms of this Agreement which by their nature extend beyond their termination shall remain in effect for as long as necessary to permit their full discharge and apply to each party’s respective successors and permitted assigns.

In order to resolve a complaint regarding the Service or to receive further information regarding use of the Service, please contact us at: service@brightchat.com

Addenda

This Agreement incorporates the following documents by reference:

Last updated: September 15, 2022