Version Chat Inc. (“Version Chat” “VC”, “our,” “we,” or “us”) offers messaging, documents transfer, audio/video calls, and other services (collectively called “Services”) to users globally. Please read our Terms of Use & Policy (“Terms”) carefully. By downloading, installing, accessing, or using our apps, services, features, software, or website, you agree to our Terms, as follows.

Our app depends upon internet connection, therefore, our Services have “No Access to Emergency Calls or Services”, or in other words, without an internet connection, you are unable to use our apps, services, features, software and website. Our app does not, in any way, connect to emergency services providers such as the police, fire departments, hospitals, or public safety access points.
If you need emergency services, you will need to use a mobile phone, or a land-land phone or other services to contact emergency services providers, and not our apps, services, features, software and website.

In order to use our Services, you must register or sign-up by providing your real and correct mobile phone number. Should you use a mobile number that is not in service or does not belong to you, you will be unable to use our app. You must make sure that your mobile phone can receive text messages, and you agree to receive text messages and phone calls from us or our partnered parties.

It is your responsibility for keeping your device and your Version Chat account safe and secure. If you suspect that your account was subject to any unauthorized use, we ask you to notify us immediately with respect to any such suspected unauthorized use.

In order to provide you with better performance and additional features, we may update our app versions from time to time. Any updates will be at our sole discretion, and you will be notified with respect to such update via our app. You acknowledge and agree that if you choose not to keep our app updated, you may incur certain performance and feature problems. We recommend you to update our app promptly upon release of such update.

In order to properly use our Services, you agree to grant us and our app, and hereby grant us and our app, immediate and continuous access to your Phone Contact Book.

In order to use our Services and app, you must be at least 13 years of age for most countries, or the minimum legal age that is greater than 13, depending upon where you are located (a parental consent may be needed for an under-aged user).

You must have a compatible smartphone/mobile with internet connection (either through WIFI or data services) to install our app and use our services. With our VC+ Web, you can access our Services via website, which, however, requires an authentication from your mobile phone by scanning a QR code in the website to initiate.

You are responsible for any and all fees and taxes charged for your internet access. All of our Services are free of charge, except for our built-in wallet function, which is provided by our partnered party. Currently, our wallet function is not available. We anticipate that t will be added in the future, and will be available for an additional service charge. You will be notified with respect to fees and taxes, if any, that apply to any paid Services.

Your privacy and data security are our first priority. We ensure that, other than the automatically collected information and undelivered messages, which are discussed below, our servers do not retain any copies of your messages, photos/images, media, audio/video calls records (collectively called “User Data”), except for your registration and account information and profile image. We implement the best-in-class encryption algorithm to ensure that all of your messages, photos/images, audio/video are end-to-end encrypted during transmission via our platform.

You acknowledge and agree that we can collect, among other information, the following services-related information for diagnostic and performance purposes.

We collect your usage and log information such as how you use and access to our Services, how you interact with others, your usage time and log files, performance logs and crash reports.

If you use our pay Services, we will retain your transactional information such as invoices, payment confirmation and status, and related account information.

We collect device-specific information when our app is installed and updated, and when the app and our Services are accessed on regular basis. This information may include device model, OS information, browser information, IP address, phone number, device identifiers, your location information, and other network-related information.

In order to provide our Services and improve your experience, we may use cookies. For instance, the cookies can be used to remember your web activities and your choices such as language preferences, web form inputs. You can disable the cookies, however, some features and functions may not be available without enabled cookies.

We collect information about your status, such as, when you connect (online or not), the last time you used our Services or app, what’s new, typing, messages delivery status, among others. By using our Services, you agree that we can use such data in accordance with our Terms. We may disclose the information which is automatically-collected about you if we are required by law to do so or if you violate our Terms of Use & Policy.

You must agree and abide by these Terms of Use and other relevant Policies posted from time to time on our website or included in our app. If you violate those Terms of Use and Policies, we may disable your account without any warning or prior notification. If your account is disabled, you will not be able to re-activate your account and use our Services or apps without our express permission.

You must access and use our Services only asis legally permissible in the jurisdiction where you reside, and only for authorized and acceptable purposes.

Prohibited Uses
The following sets out the prohibited uses with respect to our Services:

 · You must not use our Services for any illegal or unauthorized purpose or activity. You agree to comply with all applicable federal, state, regional, local and municipal laws and regulations of any and all jurisdictions that apply to your use of and access to our Services;

 ·You must not, or assist others, to access or use our Services, to copy, adapt, modify, reverse-engineer, derivate from decompiling or extracting code from our app or website, for potential distributing, licensing, sublicensing, transferring, displaying, performing, or offering similar services in impermissible or unauthorized manners;

 · You must not violate, misappropriate, or infringe the rights of Version Chat, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;

 · You must not use our Services in any manner which could disable, overburden, damage or impair our app, server and website, or interfere with any other party’s use and enjoyment of our Services;

 · You agree that you are responsible for your own conduct and communications while using our Services and for any consequences of that use. For example, not limited to, you agree that when using the Services, you must not:

o Send, post or upload any content to other user(s) or group(s) that could lead to defame, offend, abuse, destruct, threaten, harass, intimidate, stalk, hate, or otherwise that is inappropriate, unlawful, obscene, racially, or ethnically offensive, or that could induce or encourage conduct that would be illegal, inappropriate, or discriminatory, or promoting violent crimes;

o Send, post or upload any content that infringes any patent, trademark, copyright, trade secret or other intellectual property right of any party;

o Send, post or upload false or misleading statements, or misrepresentations;

o Attempt to impersonate someone, or access or hack other user’s account or our servers for unauthorized, unacceptable, or illegal purposes;

o Use our Services in connection with surveys, contests, junk email, spamming, auto-messaging, auto-dialing, or any duplicative messages (commercial or otherwise) to our users or groups, or create accounts for our Services through unauthorized or automated means;

o Send, post or upload files that contain bugs, robot, viruses, Trojan horses, worms, or any other similar software or programs that may damage our app and server, and harm to our Services performances;

Our Services may allow you to access, use, or interact with third-party websites, apps, content, and other products and services. For example, you may choose to use third-party data backup services (such as Google Drive, iCloud, Onshare) that are integrated with our Services. Please be advised that when you use third-party services, their own terms and privacy policies will govern your use of those services.

Since our server doesn’t retain any copies of your information transmitted via our Services, you must have the necessary rights to such information that you submit via your Version Chat account via our Services.
We own all software, copyrights, trademarks, domains, logos, patents, trade secrets, and all other intellectual property rights associated with our Services. You may not use our software, copyrights, trademarks, domains, logos, patents, trade secrets, and all other intellectual property rights unless you have our express permission.

In order to operate and provide our Services, you grant us a worldwide, non-exclusive, royalty-free, sub-licensable, irrevocable and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (EXCLUDING User Data) that you upload, submit, store, send, or receive on or through our Services. The rights you grant in this license are for the limited purpose of operating and providing our Services. With respect to your undelivered messages, you allow us to keep those on our sever until they are successfully delivered within the maximum of 7 days, while we are trying to deliver them. If we cannot deliver them within 7 days, all undelivered messages will be completely deleted from our server.

We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use our Services, subject to and in accordance with our Terms. This license is for the sole purpose of enabling you to use our Services, in the manner permitted by our Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.

YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS:

 · WE ARE PROVIDING OUR SERVICES ON AN “AS-IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE.

 · WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS.

 · WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES.

 · YOU EXPRESSLY RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “VERSION CHAT PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY OF USERS OF OUR SERVICES OR OTHER THIRD PARTIES.

 · YOU EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION THAT STATES THAT GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

THE VERSION CHAT PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, DIRECT, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THE TERMS, US, OR OUR SERVICES, EVEN IF THE VERSION CHAT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THE TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF CANADIAN ONE HUNDRED DOLLARS (CAD 100) OR THE AMOUNT YOU HAVE PAID US IN THE TWELVE MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING, ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE VERSION CHAT PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

You agree to defend, indemnify, and hold harmless the VERSION CHAT Parties from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) your access to or use of our Services, including information provided in connection therewith; (b) your breach or alleged breach of our Terms; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any Claim.

Our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue some or all of our Services, including certain features and the support for certain devices and platforms, at any time. Events beyond our control may affect our Services, such as events in nature and other force majeure events.

We may modify, suspend, or terminate your access to or use of our Services anytime for any reason, such as if you violate our Terms or create harm, risk, or possible legal exposure for us, our users, or others. The following provisions will survive any termination of your relationship with Version Chat: “Licenses,” “Disclaimers,” “Limitation of Liability,” “Indemnification,” “Availability and Termination of our Services,” “Others,” and “Special Arbitration Provision for United States or Canada Users.”

· Unless a mutually executed agreement between you and us states otherwise, our Terms make up the entire agreement between you and us regarding Version Chat and our Services, and supersede any prior agreements.

· We may ask you to agree to additional terms for certain of our Services in the future, which will govern to the extent there is a conflict between our Terms and such additional terms.

· Our Services are not intended for distribution to or use in any country where such distribution or use would violate local law or would subject us to any regulations in another country. We reserve the right to limit our Services in any country.

· Our Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version prevails.

· Any amendment to or waiver of our Terms requires our express consent.

· We may amend or update these Terms. We will provide you notice of amendments to our Terms, as appropriate, and update the “Last Modified” date at the top of our Terms. Your continued use of our Services confirms your acceptance of our Terms, as amended. If you do not agree to our Terms, as amended, you must stop using our Services. Please review our Terms from time to time.

· All of our rights and obligations under our Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.

· You will not transfer any of your rights or obligations under our Terms to anyone else without our prior written consent.

· Nothing in our Terms will prevent us from complying with all applicable laws.

· Except as contemplated herein, our Terms do not give any third-party beneficiary rights.

· If we fail to enforce any of our Terms, it will not be considered a waiver.

· If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from our Terms and shall not affect the validity and enforceability of the remaining provisions, except as set forth in the “Special Arbitration Provision for United States or Canada Users” — “Severability” section below.

· We reserve all rights not expressly granted by us to you. In certain jurisdictions, you may have legal rights as a consumer, and our Terms are not intended to limit such consumer legal rights that may not be waived by contract.

· We always appreciate your feedback or other suggestions about Version Chat and our Services, but you understand that we may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF ANY OF OUR SERVICES WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS (NON-CLASS OR NON_REPRESENTATIVE) QUALIFY. You and Version Chat agree to arbitrate all Claims by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST VERSIONCHAT.

You can decline this consent to arbitrate by notifying us in writing, with the notice postmarked within 30 days of the later of: (i) the date that you first accepted our Terms by using our Services; and (ii) the date you became subject to this arbitration provision, to the following address:

Version Chat Inc.
1111 West Hastings Street (Suite 790)
Vancouver, BC V6E 2J3
Canada

In your notice you must include: (1) your name and residence address; (2) the mobile phone number associated with your account; and (3) a clear statement that you want to opt out of our Terms’ agreement to arbitrate.

All Claims will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (https://www.adr.org) to take place in Seattle, WA, where such arbitration is conducted in the United States, or the International Centre for Dispute Resolution Canada (https://www.icdr.org) to take place in Vancouver, BC, where such arbitration is conducted in Canada. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the provincial and supreme courts in Vancouver, British Columbia, to resolve your claim.

If any provision of this arbitration consent is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

If you are not subject to the jurisdiction of United States or Canada, you expressly agree that you will resolve any Claim you have with us relating to, arising out of, or in any way in connection with the Terms, us, or our Services exclusively in the Supreme Court of the Province of British Columbia, Canada or a provincial court located in Vancouver, British Columbia, Canada, as applicable, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Claims.

With Version Chat, these Terms, and any related Claims will be governed by British Columbia law and/or applicable Canadian federal law as applied to agreements entered into and to be performed entirely within British Columbia, without regard to choice of law or conflicts of law principles.