Client Terms

CHATTERR LLC CLIENT TERMS

Last Modified: July 1, 2023

1. Your Acceptance

Welcome to the Chatterr LLC (“Chatter Live") Client Terms. This is an agreement (“Agreement”) between Chatterr LLC (“Chatter Live"), the owner and operator of www.chatterlive.com and the Chatter Live software, application, components, and any associated services offered (collectively the “Platform”) and you (“you”, “your”, “it” or “Client”), a Client of the Platform. Some portions of this Agreement may refer to the Chatterr LLC (“Chatter Live") User and Supporter Terms (“User Terms”) and such portions of the User Terms shall be incorporated by reference into this Agreement.

Throughout this Agreement, the words “Chatter Live,” “us,” “we,” and “our,” refer to our company, Chatterr LLC (“Chatter Live"), as is appropriate in the context of the use of the words.

By clicking “I agree” or accessing or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend the Agreement or the Privacy Policy and may notify you when we do so. If you do not agree to this Agreement or the Privacy Policy please cease using our Platform immediately.

PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.

2. Platform and Client Accounts

Where a Client has properly applied for an account and Client’s account has been approved by Chatter Live it may use the Platform as permitted by Chatter Live. Chatter Live has the sole discretion in approving any Client accounts and reserves the right not to approve any Client account at Chatter Live’s sole discretion. After approval we may grant you access to the Platform as permitted by us and in accordance with this Agreement. All rights not explicitly granted are reserved for Chatter Live. If you breach this Agreement, your access to use our Platform may be terminated at our discretion. Additionally, we may revoke your access to our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct. All Clients are required to provide truthful, up-to-date, and accurate information when registering for our Platform and must be over the age of 18. Where a Client is creating an account on behalf of a company or legal entity, Client represents and warrants that it has the authority to legally bind such company or legal entity to this Agreement. Chatter Live reserves the right to reject or remove any Client accounts at any time at its discretion. Once a Client account has been created, Client may create authorized users through its account. Client is responsible for each of its authorized users and their use of the Platform. Client shall ensure that each authorized user abides by all portions of this Agreement.

3. Access

After registering for our Platform, we grant you a personal, non-exclusive, revocable, limited right and access to use the Platform. Where you download any portion of the Platform we grant you a license in the same manner as the access rights granted above. Use of the Platform is only for your own internal commercial use. As a Client, you do not receive any ownership interest in any portion of our Site, the Platform, or any of the associated services; you merely receive the aforementioned license or rights listed above. If you wish to terminate this license please notify us immediately. Please be aware that you are responsible for your use of our Platform. Additionally, you agree to abide by the following licensing restrictions listed below:

You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it.
You may not share your license with any other parties.
You may not violate any laws, rules or procedures of the United States.
You may not access our Platform except through specific channels provided by us.
You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake.
You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or derive income from the use or provision of the Platform, unless enabled by functionality created by us.

Please be aware that this is not an all-encompassing list of restrictions, if you breach any of these restrictions, we may revoke your license to use our Platform at our discretion. Additionally, we may revoke or restrict your access to our Platform if we believe that your actions may harm us or any of our Users. Failure by us to revoke your license does not act as a waiver of your conduct.

4. Client Pages

Once Client has properly applied for an account and been approved by Chatter Live, Client may create an event or fan page (“Client Page”) to receive Chatter Live Stars (“Stars”) through the form of Contributions (as defined in the User Terms) via the Platform from Supporters (as defined in the User Terns). All Client Pages must be hosted on websites or domains owned by Client or its licensors and Chatter Live shall have no liability or responsibility in setting up any Client Pages on any Client’s behalf. Client is solely responsible for ensuring that any Client Pages work and interact properly with the Platform. After Client Pages are set up, any receipt of Contributions may be subject to approval by Chatter Live. You agree that it is solely responsible for all actions of your Supporters when interacting with the Platform through the Client Page and you shall comply with obligations as set forth in this Agreement when interacting with any of your Supporters through the Platform. Client is required to provide support at all times to any Supporters on a Client Pages that are publicly accessible.

5. Clients and Supporters

Client is solely liable for any agreements entered into with any Supporters encountered on the Platform. Chatter Live is not a party to any agreements created between any Client with a Supporter or other user of the Platform. Any agreements or services exchanged for any Contributions or Stars remain solely the obligations of the Supporter and the Client. Chatter Live has no control over the conduct of, or any information provided by, any Supporter and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. THE CLIENT AGREES TO HOLD CHATTERR LLC, (“Chatter Live”) FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF CLIENT’S ACCESS TO THE PLATFORM OR CLIENT’S INTERACTIONS WITH SUPPORTERS OR ANY OTHER USERS. CHATTER LIVE IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY SUPPORTER OR CLIENT, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SUPPORTER OR ANY OTHER USER. Supporter and Client are the solely responsible for resolving any disputes between the parties. Client is solely responsible for fulfilling any promises, rewards, or other services offered to any Supporters and Client shall be solely responsible for resolving any issues arising from such promises, rewards, or other services offered. Client is solely responsible for providing all terms related to any promises or rewards within the ticket/access sections of the Client Page and disclosing all other terms and conditions for receiving any Contributions as applicable. Chatter Live may not assist in resolving any disputes but reserves the right at its discretion to do so. Where Chatter Live assists in a dispute, Client agrees to abide by any decisions made by Chatter Live with regards to such a dispute.

6. Client Responsibilities

Client shall be exclusively responsible for Client’s use, Client’s authorized users use, and the use of the Platform by any Supporter of your Client Page. Where a Client submits any Client Content (defined below), we are not responsible for the Client Content including but not limited to monitoring access permissions or the legality of such Client Content. Additionally, you represent and warrant that: (1) you shall use the Platform solely for your internal commercial purposes; (2) you are duly authorized and have the power and authority to enter into this Agreement; (3) you shall comply with all United States federal and state laws when using the Platform including but not limited to complying with all laws related to the collecting or disseminating of information, sending of marketing material, or communications with Supporters over text messages; (4) anything posted on the Platform by Client does not violate any third party agreements; and (5) you shall use the Platform only for legal and lawful purposes. Client shall indemnify and hold Chatter Live harmless for a breach of any provisions of this section. Where you have violated this Agreement we reserve the right to release your information to any Supporters, third parties, or law enforcement in order to assist with any investigation at our discretion.

7. Additional Requirements

Where required, Client shall clearly post a Privacy Policy (in compliance with all US state and federal laws) prior to collecting any information and shall disclose to is Supporters how such personal information may be shared with third parties. Further, on each Client Page in the corresponding ticket or access sections, Client shall include any and all terms and conditions, refund policies, and other information (collectively “Client Conditions”) as necessary prior to the purchase of any Contributions by a Supporter. Client represents and warrants that it will fully abide by any Client Conditions set forth and shall honor all obligations in accordance with the Client Conditions.

8. Privacy Policy

We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. With regards to any Users, such Users are considered Chatter Live users of the Platform and any information collected by Chatter Live shall be owned solely by Chatter Live.

9. Client Content

“Client Content” is defined as any “User Content” (defined in User Terms) that is submitted by Client and is subject to all User Content provisions as stated within the Chatter Live User Terms. Any Client Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, refused, screened, or removed at our discretion. Chatter Live uses reasonable security measures in order to attempt to protect Client Content against unauthorized copying and distribution. However, Chatter Live does not guarantee that any unauthorized copying, use, or distribution of Client Content by third parties will not take place. To the furthest extent permitted by applicable law, you hereby agree that Chatter Live shall not be liable for any unauthorized copying, use, or distribution of Client Content by third parties and release and forever waive any claims you may have against Chatter Live for any such unauthorized copying or usage of the Client Content, under any theory. THE SECURITY MEASURES TO PROTECT CLIENT CONTENT USED BY CHATTER LIVE HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES, OR OTHER TERMS. Client shall ensure that any Client Content complies with all relevant United States’ federal and state laws including but not limited to laws related to promotion, marketing, spam, Federal Trade Commission guidelines.

10. Compliance with User Terms

Client shall agree to and comply with Sections 4-13 and 19 of the User Terms and such sections are incorporated into this Agreement as if they were set forth. Any references to “User” within the User Terms shall refer to Client for the purposes of this Agreement.

11. Client Content Representations and Warranties

For all Client Content, Client represents and warrants the following: (1) Client owns or has properly licensed all Client Content provided; (2) the Client Content does not and will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; (3) the Client Content offered does not violate any United States state or federal laws or any third party agreements; (4) Client has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Client Content and has clear title to any other subsidiary materials contained in the Client Content; (5) Client has the absolute right to grant to Chatter Live, all rights, licenses and privileges granted to or vested in Chatter Live for any Client Content; and (6) Client has obtained all clearances and paid all monies necessary for Chatter Live to exercise the license granted herein and there will not be any other rights to be cleared or any payments required to be made by Chatter Live as a result of any use of the Client Content.

12. Monitoring Client Content

Chatter Live shall have the right, but not the obligation, to monitor all Client Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Chatter Live shall have the right, but not the obligation, to remove or disable access to any Client Content at its sole discretion.

13. Client Payments

All information that you provide in connection with a transaction must be accurate, complete, and current. Chatter Live may suspend or terminate your access to any portions of the Platform, without liability to us. We are not liable for verifying any payment information provided by Client and Client agrees that any improper submission of payment information may result in lost or delayed receipt of Contributions.

14. Fees

Through the Platform a Supporter may be able to use Stars to provide a Contribution to Client via the Client Page controlled by Client. Where any Supporter makes a Contribution to a Client, Chatter Live or its payment processors may hold such Contribution for a reasonable period. After such time period, Client shall be issued payment (converting from the then listed Stars value to US dollars), by our third party payment processor, in the method provided for by Chatter Live within a reasonable time period. All payments are transacted in United States’ dollars and additional charges may be set forth aside from the Chatter Live Fee (defined below) by our selected third party payment processor. Client must agree to and abide by all terms of our third party payment processor. Chatter Live will not be responsible for any issues encountered by Client’s failure to abide by our third party payment processor terms, such issues must be directly resolved with such third party payment processor. Client agrees to keep all payment information up-to-date and Chatter Live shall not be liable to Client for verifying Client’s payment information. Chatter Live shall deduct the Chatter Live Fee prior to remitting any the remainder of any Contribution. Client agrees to pay all Chatter Live Fees as stated within Chatter Live’s payment policies. In the event of a dispute between Client and Chatter Live or between Client and a Supporter, Client agrees that Chatter Live may withhold all Contributions until such dispute is resolved and may offset any Chatter Live Fees prior to the resolution of any such dispute.

“Chatter Live Fees” are defined as fees owed to Chatter Live for Client’s access to the Platform which may include any service and payment processing fees for any Contributions or any other fees as stated on the Platform. Client agrees to pay for all Chatter Live Fees when using the Platform and the Chatter Live Fees shall be listed within Client’s account. Chatter Live reserves the right modify any Chatter Live Fees at any time and at our discretion.

15. Refunds

Client is solely responsible for any cancellation or refund policies related to any Supporter Contributions. Client shall, where applicable, post clear policies related to refunds or cancellation of any Contributions. Client is solely responsible for initiating any refunds of any Contributions and where such a refund occurs Chatter Live shall retain any Chatter Live Fees or any third party payment processor fees collected during the initial payment process and such Chatter Live Fees shall not be remitted to Client. Where Client fails to take any action related to any Supporter refund requests, Chatter Live may initiate such a refund on behalf of Client and deduct such amount equal to such request from your account or other Contributions. Further, Chatter Live may charge Client an additional fee for any refund issued. Additionally, where any balance of Chatter Live Fees is owed due to a refund, Client agrees that Chatter Live will be entitled to offset or recover the amount of any such refund from Client, in any manner, as deemed necessary by Chatter Live including by subtracting such refund amount from any future Contributions.

16. Taxes

Where Chatter Live does not charge you taxes for any Contributions, you agree to pay any and all applicable taxes. In order for Chatter Live to comply with United States tax laws, Clients may be required to submit W-9 forms, 1099 forms, or other tax documents. Client agrees to comply with any requests to submit any tax documentation, as requested by Chatter Live and shall reasonably assist Chatter Live with any requests related to its tax compliance. Clients represent and warrant that they are in good standing with any federal or state tax agencies. Client agrees that Chatter Live cannot and will not provide Client with any tax advice; any such questions should be directed to Client’s tax attorney or other tax professional. Please be aware that your tax information may be shared with your Supporters.

17. Pricing and Price Increases

The pricing for all Chatter Live Fees is listed within your account. Chatter Live may increase the price of any Chatter Live Fees, at our discretion and we reserve the right to do so at any time. In the event of a price increase, Chatter Live shall notify you and you will have the chance to accept or reject any price increase. Please notify us if you intend to reject a price increase. Where you have rejected a price increase, your access to the Platform or this Agreement may be terminated immediately at our discretion. You agree that Chatter Live has no obligation to offer any Chatter Live Fees for the price originally offered to you at sign up.

18. Offset

Chatter Live reserves the right to withhold any Contributions or offset any Contributions where a dispute, refund, chargeback, or other payment issue occurs or where there is an ongoing dispute between Chatter Live and a Client, Chatter Live and a Supporter, or Client and any Supporter.

19. Account Holds

From time to time, Chatter Live may place a hold (“Hold”) on a Client’s account. Some of the reasons that we may place a Hold on Client’s account include but are not limited to the following: (1) if we have reason to believe that your Client Page or your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of our payment processors; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us. During a Hold we may withhold Contributions from you and we may suspend your access to the Platform. Client agrees that where Client has violated this Agreement, the User Terms, any relevant laws, or terms of a third party payment processor any Contributions collected may be forfeited or indefinitely withheld.

20. Support

Chatter Live shall provide support to Client in a method and manner deemed appropriate by Chatter Live in its sole discretion while Client uses the Platform. Nothing in this Agreement obligates Chatter Live to provide any type of support or guarantee any support resolution to any Client.

21. Choice of Law

This Agreement shall be governed by the laws in force in the state of Texas. The offer and acceptance of this contract is deemed to have occurred in the state of Texas.

22. Disputes

Any dispute relating in any way to your visit to the Platform shall be submitted to confidential arbitration in Austin, TX. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association found at www.adr.org. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically, in written briefs, or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the above mentioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Travis County, TX.

Opt-Out

You may opt-out of this dispute resolution provision by notifying Chatter Live within 30 days of the date on which you entered into this Agreement or purchased a subscription, whichever is earlier. You must do so by writing to Chatterr LLC (“Chatter Live”), PO Box 342229 Austin, TX 78734, Attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with Chatter Live through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Travis County, TX.

23. Class Action Waiver

You and Chatter Live agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

24. Intellectual Property

The name “Chatter Live” along with the design of the Chatter Live Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Chatterr LLC (“Chatter Live”), subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Chatter Live reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution anything contained within the Platform unless we have given express written permission.

25. Idea Submission

Chatter Live or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Chatter Live. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Chatter Live products might seem similar to ideas you submitted to Chatter Live. Where you submit any Submission, whether solicited or unsolicited, you agree that: (1) your Submissions and their contents will automatically become the property of Chatter Live, without any compensation to you; (2) Chatter Live may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Chatter Live to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

26. Disclaimer

THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER CHATTER LIVE, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY CHATTER LIVE SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; (3) the Stars, or our procedures and systems tracking sales generated by Stars will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors; OR (4) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO CHATTER LIVE, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. CHATTER LIVE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS.

27. Limitation of Liability

IN NO EVENT SHALL Chatter LIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE CHATTER LIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (1) death or personal injury caused by Chatter Live's negligence or that of any of its officers, employees or agents; (2) fraudulent misrepresentation; or (3) any liability which it is not lawful to exclude either now or IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS CHATTER LIVE HAS PAID TO YOU IN THE PAST SIX (6) MONTHS. YOU ACKNOWLEDGE AND AGREE THAT CHATTER LIVE HAS OFFERED THE CHATTER LIVE PLATFORM IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CHATTER LIVE, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CHATTER LIVE. CHATTER LIVE WOULD NOT BE ABLE TO PROVIDE THE CHATTER LIVE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

28. Indemnity

You agree to defend, indemnify and hold harmless Chatter Live, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: your use of and access to the Chatter Live Platform (including any authorized user use) or any claim related to your Client Page, the conduct of your business, your Supporters, or your goods or services; your violation of any term of this Agreement including any representations and warranties; or your violation of any third party right, including without limitation any copyright, intellectual property, or contractual right.

This defense and indemnification obligation will survive this Agreement and your use of the Chatter Live Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

29. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with Chatter Live are deemed to conflict with each other’s operation, Chatter Live shall have the sole right to elect which provision remains in force.

30. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

31. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, and Arbitration sections.

32. Termination

You may cancel your access to the Platform or terminate this Agreement any time via your Chatter Live dashboard or contacting us at support@chatterlive.com. Please be aware that upon termination of your account, access to all or portions of our Platform may be become immediately disabled and any Client Content may become immediately inaccessible. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm Chatter Live, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.

33. Entire Agreement and Notices

This Agreement and any applicable User Terms along with the Privacy Policy provided by Chatter Live constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with the Chatterr LLC (“Chatter Live”) User Terms or any other documentation listed on our website this Agreement shall supersede and control (unless explicitly stated otherwise). Any notices required under this Agreement shall be delivered to Chatterr LLC (“Chatter Live”), PO Box 342229, Austin TX 78734, United States of America, delivery confirmation required. Any notices to User or Client shall be delivered either electronically via email to Client’s account or to the address listed within Client’s account.

34. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform and our Platform.

35. Electronic Communications

The communications between you and Chatter Live use electronic means, whether you visit the Platform or send Chatter Live e-mails, or whether Chatter Live posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Chatter Live in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Chatter Live provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

36. Platform Issues

Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at support@chatterlive.com.

37. Acts of God

All errors shall be at the sole responsibility and expense of the user. Additionally, we shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Platform, directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you, inability to access to the Platform, failure of a communications satellite, strike, labor dispute, riot or insurrection, war, explosion, malicious mischief, fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God, failure or reduction of power, or any court order, law, act or order of government restricting or prohibiting the operation of or access to the Platform.

38. Relationship of Parties

This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Client and Chatter Live. The relationship of the parties is as independent contractors. Client has no authority (and shall not hold himself or herself out as having authority) to bind Chatter Live and Client shall not make any agreements or representations on Chatter Live's behalf without Chatter Live's prior written consent.