TERMS OF SERVICE


Effective date: Jan 18, 2019


Welcome to ChatterHigh. These Terms of Service (the “Terms”) are a legal contract between you and ChatterHigh Communications Inc. and its affiliates (collectively, “CHATTERHIGH”) and govern your use of all data, educational materials, information, software, graphics, images, and other materials (collectively, “Materials”) that CHATTERHIGH and its affiliates may make available to you and/or any services CHATTERHIGH may provide through CHATTERHIGH’s website, CHATTERHIGH’s mobile applications (“Mobile Applications”), or other electronic means (collectively, the “Services”). If you are agreeing to these Terms as a representative of a school, school district or school board, or other organization, you represent and warrant that you have the full legal authority to bind that entity in connection with this contract and any references to “you” herein refers to that entity.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. USING THE SERVICES IN ANY WAY INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS WEBSITE OR ANY OTHER PART OF THE SERVICES IF YOU DO NOT ACCEPT THESE TERMS.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH CHATTERHIGH. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

General

CHATTERHIGH invites you to use the Services for non-commercial purposes only. You must be at least 13 years old to create an account with CHATTERHIGH, or complete sign-up through your school under their age policies. If you are younger than 18 years old (a “Minor”), you must have the consent of your parent or legal guardian and receive your parent’s or legal guardian’s permission to use the Services and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree that you are solely responsible for monitoring and supervising such Minor’s use of the Services and to bind the Minor to these Terms and to fully indemnify and hold CHATTERHIGH harmless if the Minor breaches any of these Terms.

In accordance with these Terms, CHATTERHIGH hereby grants you a limited, personal, non- exclusive, revocable and non-transferable license to display, print, and use the Materials as follows (the “Permitted Purpose”): (i) if you are using the materials as an individual for home use, homeschooling, or caregiving, the Materials are licensed to you for your personal, non- commercial, use only; (ii) if you are using the Materials in your capacity as a teacher or on behalf of a school, school district, school board, or other organization, the Materials are licensed to you for use by you and your students. No Materials may be shared in any manner except as stated above. Your right to use the Materials is conditioned on your compliance with these Terms (including the payment of any applicable fees). Except as expressly permitted in the foregoing license grant and any Mobile Applications section below, you have no rights in the Materials, the Services or any part thereof and you may not modify, edit, copy, reproduce, redistribute, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials or the Services in any manner. If you make copies of any part of the Materials while engaging in Permitted Purposes then CHATTERHIGH ask that you be sure to keep on the copies all of CHATTERHIGH’s copyright and other proprietary notices as they appear on the Materials or the applicable Services. You may only use such copies in connection with your use of the Services.

Unfortunately, if you breach any of these Terms the above license will terminate automatically and you must immediately delete and/or destroy (as applicable) any downloaded or printed Materials and any copies thereof.

Mobile Applications

CHATTERHIGH provides Mobile Applications available that enable access to or use of the Services by means of a mobile device. To use any Mobile Applications you must have a mobile device that is compatible with the applicable mobile-enabled Services. CHATTERHIGH does not represent or warrant that any Mobile Applications will be compatible with your mobile device. CHATTERHIGH hereby grants to you a non-exclusive, non-transferable, revocable license to download and use object code copies of Mobile Applications and install such copies on mobile device owned or leased solely by you, for your personal use in connection with your subscription to the Services. You may not: (i) modify, disassemble, decompile, or reverse engineer any Mobile Applications or any parts thereof, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any Mobile Applications to any third-party or use any Mobile Applications to provide time sharing or similar services for any third-party; (iii) make any copies of any Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security- related features of any Mobile Applications, features that prevent or restrict use or copying of any content accessible through any Mobile Applications, or features that enforce limitations on use of any Mobile Applications; or (v) delete the copyright and other proprietary rights notices on any Mobile Applications. You acknowledge that CHATTERHIGH may from time to time issue upgraded versions of any Mobile Applications, and may automatically electronically upgrade the version of any Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of any Mobile Applications or any copy thereof, and CHATTERHIGH and CHATTERHIGH’s third-party licensors or suppliers retain all right, title, and interest in and to any Mobile Applications (and any copy of any Mobile Applications). Standard carrier data charges may apply to your use of any Mobile Applications

Apple / iOS Applications. The following additional terms and conditions apply with respect to any Mobile Application that CHATTERHIGH provide to you designed for use on an Apple iOS- powered mobile device (an “iOS App”): (i) you acknowledge that these Terms are between you and CHATTERHIGH only, and not with Apple, Inc. or any of its affiliates (“Apple”); (ii) your use of CHATTERHIGH’s iOS App must comply with Apple’s then-current App Store Terms of Service; (iii) CHATTERHIGH, and not Apple, are solely responsible for CHATTERHIGH’s iOS App and the Services and content available thereon; (iii) Apple has no obligation to provide maintenance and support services with respect to CHATTERHIGH’s iOS App; (iv) to the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to CHATTERHIGH’s iOS App; (v) you agree that CHATTERHIGH, and not Apple, are responsible for addressing any claims by you or any third-party relating to CHATTERHIGH’s iOS App or your possession and/or use of CHATTERHIGH’s iOS App, including, but not limited to: product liability claims, any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to CHATTERHIGH as provider of the iOS App; (vi) you agree that CHATTERHIGH, and not Apple, are responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to CHATTERHIGH’s iOS App or your possession and use of CHATTERHIGH’s iOS App; (vii) vou represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties; (viii) you agree to comply with all applicable third-party terms of agreement when using CHATTERHIGH’s iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App); (ix) you and CHATTERHIGH agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of CHATTERHIGH’s iOS App; and (x) upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

Google / Android Applications. The following additional terms and conditions apply with respect to any Mobile Application that CHATTERHIGH provide to you designed for use on an Android- powered mobile device (an “Android App”): (i) you acknowledge that these Terms are between you and CHATTERHIGH only, and not with Google, Inc. (“Google”); (ii) your use of CHATTERHIGH’s Android App must comply with Google’s then-current Android Market Terms of Service; (iii) Google is only a provider of the Android Market where you obtained the Android App. CHATTERHIGH, and not Google, are solely responsible for CHATTERHIGH’s Android App and the Services and content available thereon; (iv) Google has no obligation or liability to you with respect to CHATTERHIGH’s Android App or these Terms; and (v) you acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to CHATTERHIGH’s Android App.

Accounts; Password Restricted Services

You need not register with CHATTERHIGH to simply visit and view the website and not use any services or download any Materials. However, in order to access certain password-restricted areas of the website, to use certain Services, and access certain Materials, you must successfully register an account with CHATTERHIGH.

If you would like an account with CHATTERHIGH, you must provide, through one of the applicable account registration page(s), such information as CHATTERHIGH requests on such page(s). You may also have the opportunity to provide additional, optional information so that CHATTERHIGH can provide you a more customized experience when using the Services. Once you submit the required registration information, CHATTERHIGH alone will determine whether or not to approve your proposed account, which approval CHATTERHIGH may revoke at any time in its sole discretion. If approved, you will be permitted to log in to your account with your password.

CHATTERHIGH may also provide you with the ability to register for an account using your existing account and log-in credentials from third-party sites and services such as Clever, Classlink, Google, or Facebook, (as permitted or required by your school district policies). By using such third-party account and/or credentials you are consenting to CHATTERHIGH’s retention and use, and such third-party site’s disclosure, of the account, credentials, and other populated profile information that you submit or permit such third-party account to submit on your behalf.

For so long as you use your CHATTERHIGH account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly. You are responsible for complying with these Terms when you access and use the Services, whether directly or through any account that you may setup or use. Because it is your account, it is your responsibility to obtain and maintain all equipment and services needed for access to and use of the Services as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password(s), including any password of a third-party site that CHATTERHIGH may allow you to use to access the Services. Should you believe your password or security for any of the Services has been breached in any way, you must immediately notify CHATTERHIGH at the contact information listed below.

Electronic Communications

By using any of the Services, you consent to receiving electronic communications from CHATTERHIGH and any third-party organizations with whom CHATTERHIGH may affiliate from time to time. These electronic communications may include notices about information concerning or related to the Services, as well as any messages which may be provided to you by third-party organizations, that are part of the operation of the site. For example, draw-prize winners are informed via email. These electronic communications are part of your relationship with CHATTERHIGH. You agree that any notices, agreements, disclosures, or other communications that CHATTERHIGH or third-party organizations send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Submissions

Certain areas of the Services may permit you to submit feedback, information, data, text, images, messages, or other materials (each, a “Submission”). You agree that you are solely responsible for all of your Submissions and that any such Submission is considered both non- confidential and non-proprietary. Further, CHATTERHIGH does not guarantee that you will be able to edit or delete any Submission you have submitted.

By submitting any Submission, you represent and warrant to CHATTERHIGH that, and acknowledge that CHATTERHIGH is relying on such representations and warranties that:

  • You own all rights in your Submissions (including, without limitation, all rights to the reproduction and display of your Submissions) or, alternatively, you have acquired all necessary rights in your Submissions to enable you to grant to CHATTERHIGH the rights in your Submissions as described in these Terms;
  • You have paid and will pay in full all licence fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your Submissions;
  • Your Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
  • You voluntarily agree to waive all “moral rights” that you may have in your Submission;
  • Any information contained in your Submission is not known by you to be false, inaccurate, or misleading;
  • Your Submission does not violate any applicable law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
  • Your Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
  • You were not and will not be compensated or granted any consideration by any third party for submitting your Submission;
  • Your Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
  • Your Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
  • Your Submission does not contain any information that you consider proprietary; and
  • Your Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
  • By submitting a Submission, you grant to CHATTERHIGH an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:

  • Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
  • Use (and permit others to use) your Submission in any manner and for any purpose (including, without limitation, commercial purposes) that CHATTERHIGH may deem appropriate in CHATTERHIGH’s sole discretion (including, without limitation, to incorporate your Submission or any modification thereto, in whole or in part, into any technology, product, or service); and
  • CHATTERHIGH may, but is not obligated to, pre-screen Submissions or monitor any area of the Services through which Submissions may be submitted. CHATTERHIGH is not required to host, display, or distribute any Submissions on or through the Services and may remove at any time or refuse any Submissions for any reason. You understand that when using the Services you will be exposed to Submissions from a variety of sources and that CHATTERHIGH are not responsible for the accuracy, usefulness, reliability, or intellectual property rights of or relating to such Submissions. You further understand and acknowledge that you may be exposed to Submissions that are inaccurate, offensive, defamatory, indecent, or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against CHATTERHIGH with respect thereto. CHATTERHIGH is not responsible for any loss, theft, or damage of any kind to any Submissions. Further, you agree that CHATTERHIGH may freely disclose your Submission to any third party absent any obligation of confidence on the part of the recipient.

    Schools

    With respect to any student personally identifiable information collected or processed by CHATTERHIGH on behalf of an educational institution, school district, or school board (a “School”), CHATTERHIGH agrees (i) to use such information in accordance with the CHATTERHIGH Privacy Policy, and only in order to provide the Services; (ii) not disclose such information to any third parties, other than to a School or another entity upon the request of the School, where required by law (e.g., court order), to third party agents or service providers who perform a service for or on behalf of CHATTERHIGH, provided such third parties are subject to appropriate confidentiality obligations, or to an acquiring entity in the event of a business acquisition (in accordance with the Privacy Policy).

    Ownership of Data and Information; Transmission to Third Parties

    NOTWITHSTANDING THE ABOVE, WHETHER IN CONNECTION WITH A SUBMISSION OR OTHERWISE, CHATTERHIGH MAY COLLECT, USE, AND DISCLOSE (I) YOUR DATA AND INFORMATION, INCLUDING PERSONAL INFORMATION, TO THIRD PARTIES (INCLUDING SCHOOLS), PROVIDED THAT CHATTERHIGH IDENTIFIES THE NATURE, PURPOSE, AND SCOPE OF SUCH COLLECTION, USE, AND DISCLOSURE AT THE TIME SUCH DATA AND INFORMATION IS COLLECTED, AND SUBJECT TO APPLICABLE LAW; AND (II) ANONYMOUS, DE-IDENTIFIED AND/OR AGGREGATE DATA DERIVED FROM THE SERVICES TO THIRD PARTIES (INCLUDING SCHOOLS), PROVIDED SUCH DATA DOES NOT IDENTIFY ANY INDIVIDUAL STUDENT AND SUBJECT TO APPLICABLE LAW. YOU HEREBY ACKNOWLEDGE AND AGREE THAT CHATTERHIGH MAY CHARGE AND COLLECT FEES AND PAYMENTS IN CONNECTION WITH THE USE AND DISCLOSURE OF SUCH INFORMATION TO THIRD PARTIES, AND THAT NO SUCH FEES OR PAYMENTS OR ANY PORTION THEREOF SHALL, AT THE TIME OF USE OR DISCLOSURE OR ANY POINT THEREAFTER, BE DUE, OWING, OR PAYABLE TO YOU, UNLESS OTHERWISE AGREED TO IN WRITING BETWEEN YOU AND CHATTERHIGH.

    Each School using the Services is responsible for ensuring that the collection, use, and disclosure of information which such School collects through the Services complies with laws, regulations, and rules applicable to such School, including any other applicable legal or contractual restrictions, and School further represents and warrants that it will not direct or engage CHATTERHIGH to collect, use, disclose or otherwise process student information in a manner that would violate applicable law or any other legal or contractual restrictions applicable to the School.

    Unauthorized Activities

    To be clear, CHATTERHIGH authorize your use of the Services only for Permitted Purposes. Any other use of the Services beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Services. This is because as between you and CHATTERHIGH, all rights in the Services remain CHATTERHIGH’s property.

    Unauthorized use of the Services may result in violation of various copyright laws. You agree to not to use the Services: (i) in a manner that modifies, publicly displays, publicly performs, reproduces, or distributes any of the Services or Materials for any commercial purpose that competes with CHATTERHIGH’s Services in any way; (ii) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law; (iii) to stalk, harass, or harm another individual; (iv) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (v) to interfere with or disrupt the Services or servers or networks connected to any of the Services; (vi) to use any data mining, robots, or similar data gathering or extraction methods in connection with the Services; or (vii) to attempt to gain unauthorized access to any portion of the Services, Materials, or any other accounts, computer systems, or networks connected to the Services or Materials, whether through hacking, password mining, or any other means. You agree to obtain legal representation to defend CHATTERHIGH if you violate these Terms and that violation results in a problem for CHATTERHIGH. You also agree to pay any damages that CHATTERHIGH may end up having to pay as a result of your violation. You alone are responsible for any violation of these Terms by you. CHATTERHIGH reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with CHATTERHIGH’s defense of such claim.

    Proprietary Rights

    The Services include registered and unregistered trademarks that belong to CHATTERHIGH. Other trademarks, names, and logos found in the Services are the property of their respective owners.

    Unless otherwise specified in these Terms, all Materials, including the arrangement of them in the Services are CHATTERHIGH’s sole property or the property of CHATTERHIGH’s licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.

    Privacy Policy

    CHATTERHIGH respects the information that you provide to CHATTERHIGH, and want to be sure you fully understand exactly how CHATTERHIGH uses that information. Please review CHATTERHIGH’s Privacy Policy (“Privacy Policy”), a copy of which can be viewed at http://chatterhigh.com/en/privacy

    Links to Third-Party Sites

    CHATTERHIGH may provide links from the Services or Materials to third-party websites, applications, or other platforms (collectively, “Third-Party Sites”). If you use these links, you will leave the Services. CHATTERHIGH is not obligated to review any Third-Party Sites linked to from the Services, CHATTERHIGH does not control any of the Third-Party Sites, and CHATTERHIGH is not responsible for any of the Third-Party Sites (or the products, services, or content available through any of them). CHATTERHIGH does not endorse or make any representations about such Third-Party Sites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the Third-Party Sites linked to from the Services, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those Third-Party Sites. Certain areas of the Services may allow you to interact and/or conduct transactions with one or more Third-Party Sites or services, and, if applicable, allow you to configure your privacy settings in that third-party account to permit your activities on the Services to be shared with your contacts in your third-party site account.

    Disclaimer of Warranties

    The Services and Materials are provided “as is” and “with all faults”, and the entire risk as to the use of the Services and Materials is with you. CHATTERHIGH expressly disclaims all warranties of any kind (express, implied, or statutory) with respect to the Services and Materials, which includes but is not limited to, any implied or statutory warranties of merchantability, fitness for a particular use or purpose, title, and non-infringement of intellectual property rights.

    Without limiting the generality of the foregoing, CHATTERHIGH makes no warranty that the Services or Materials will meet your requirements, that Services will be uninterrupted, timely, secure, or error free, or that defects in the Services or Materials will be corrected. CHATTERHIGH makes no warranty as to the results that may be obtained from the use of the Services or Materials, or as to the accuracy or reliability of any information or Services obtained through the use of the Services or Materials, and are not responsible for the products, Services, actions, or failure to act of any third party. No advice or information, whether oral or written, obtained by you through your use of the Services or from CHATTERHIGH or its subsidiaries/other affiliated companies shall create any warranty. CHATTERHIGH disclaims all equitable indemnities.

    Limitation of Liability

    To the maximum extent permitted by applicable law, neither CHATTERHIGH nor any of CHATTERHIGH’s affiliates, suppliers, advertisers, affiliates, or agents or sponsors be liable for any damages resulting from your displaying, copying, or downloading any Materials to or from the Services. To the maximum extent permitted by applicable law, in no event shall CHATTERHIGH be liable to you for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (including loss of data, revenue, profits, use, or other economic advantage) however arising, even if CHATTERHIGH knows there is a possibility of such damage. Your sole remedy for dissatisfaction with the Materials or the Services is to stop using them. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

    You hereby agree that the aggregate maximum liability to CHATTERHIGH for all damages, losses, and causes of action, whether in contract, tort (including, without limitation, negligence), or otherwise, shall be the total amount paid to CHATTERHIGH by you, if any, for access to the Services and Materials in the twelve months preceding any such claim.

    Local Laws

    CHATTERHIGH controls and operates the Services from CHATTERHIGH’s headquarters in Canada and all of the Services may not be appropriate or available for use in other locations. If you use the Services outside of Canada, you are solely responsible for following applicable local laws. CHATTERHIGH may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction CHATTERHIGH choose, at any time. Not all products or services may be available in all states or territories.

    Feedback

    Any submissions by you to CHATTERHIGH (including without limitation comments, questions, suggestions, and materials) (collectively, “Feedback”) through any communication whatsoever (including without limitation telephone, email, direct message, and social media) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and CHATTERHIGH are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that CHATTERHIGH are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

    Dispute Resolution

    PLEASE READ THESE PROVISIONS CAREFULLY. THEY AFFECTS YOUR LEGAL RIGHTS.

    These “Dispute Resolution” terms (collectively, the “Dispute Resolution Terms”) facilitates the prompt and efficient resolution of any Dispute whenever you assert claims against CHATTERHIGH. In these Terms, “Dispute” includes any claim or controversy, whether based in contract, statute, regulation, or tort, including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other legal or equitable theory, and includes the validity, enforceability, or scope of this Dispute Resolution Terms (with the exception of the enforceability of the Class Action Waiver provisions below) which may arise between you and CHATTERHIGH; it is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as CHATTERHIGH’s affiliates, licensors, suppliers, dealers, or third-party vendors).

    Under these Dispute Resolution Terms, all disputes between you and CHATTERHIGH which cannot be resolved by mutual agreement within 60 days shall be resolved by binding arbitration acceptance of these Terms constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of these Dispute Resolution Terms, which would provide you a right and opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). BOTH YOU AND CHATTERHIGH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THESE DISPUTE RESOLUTION TERMS.

    Pre-Arbitration Claim Resolution

    For all Disputes, whether pursued in court or arbitration, you must first give CHATTERHIGH an opportunity to resolve the Dispute which is first done by delivering to CHATTERHIGH by registered mail to Chatterhigh Communications Inc., 2I-4476 Markham St, Victoria, British Columbia, Canada, V8Z7X8 the following information: (i) your name (and your organization’s name, if applicable); (ii) your address (and any separate address to which CHATTERHIGH may respond to your claim, if applicable); (iii) a written description of your claim, providing all relevant details; and (iv) a description of the specific relief you seek. If CHATTERHIGH does not resolve the Dispute within 60 days after receiving your notification, than you may pursue your Dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.

    Exclusions from Arbitration and Right to Opt Out

    Notwithstanding the above, your or CHATTERHIGH may choose to pursue a Dispute in court and not by arbitration if: (a) the dispute qualifies for initiation in Small Claims Court within the Province of British Columbia, Canada; or (b) you opt-out of these Dispute Resolution Terms within 30 days from the date that you first consent to this agreement (the “Opt-Out Deadline”). You may opt-out of these Dispute Resolution Terms by mailing the following information by registered mail to Chatterhigh Communications Inc., 2I-4476 Markham St, Victoria, British Columbia, Canada, V8Z7X8: (i) your name (and your organization’s name, if applicable); (ii) your address (and any separate address to which CHATTERHIGH may respond to your claim, if applicable); and (iii) a clear and unequivocal statement that you do not wish to resolve disputes with CHATTERHIGH through arbitration. Your decision to opt out of the arbitration provisions of the Dispute Resolution Terms will have no adverse effect on your relationship with CHATTERHIGH.

    Arbitration Procedures

    If you have not opted out of the arbitration provisions of these Dispute Resolution Terms and the Dispute is not resolved as provided above, then either you or CHATTERHIGH may initiate arbitration proceedings. You and CHATTERHIGH hereby agree to use the applicable Commercial Arbitration Rules of Procedure set out by the British Columbia International Commercial Arbitration Centre to arbitrate all Disputes. In no circumstances may a claim related to a Dispute be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Dispute Resolution Terms.

    Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

    Location of Arbitration. You or CHATTERHIGH hereby agree to initiate arbitration in Vancouver, British Columbia.

    Payment of Arbitration Fees and Costs. You are responsible for all fees and costs that you incur in the arbitration which include but are not limited to legal fees or fees incurred in connection with expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with CHATTERHIGH as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that CHATTERHIGH is the prevailing party in the arbitration, CHATTERHIGH will be entitled to recover reasonable legal fees and costs from you as may be determined by the arbitrator.

    Class Action Waiver

    Except as otherwise provided in these Dispute Resolution Terms, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, or other action) unless both you and CHATTERHIGH specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the arbitration provisions of these Dispute Resolution Terms, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

    Jury Waiver

    You understand and agree that by accepting these Dispute Resolution Terms, you and CHATTERHIGH are each waiving the right to a jury trial or a trial before a judge in a court of competent jurisdiction. In the absence of these Dispute Resolution Terms, you and CHATTERHIGH might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.

    Severability

    If any provisions of these Dispute Resolution Terms is found to be illegal or unenforceable, the applicable provision(s) will be severed from these Dispute Resolution Terms, and any remaining provisions shall have full force and effect.

    Continuation

    These Dispute Resolution Terms shall survive the termination of your account with CHATTERHIGH and your discontinued use of the Services. Notwithstanding any provision in these Dispute Resolution Terms to the contrary, CHATTERHIGH agrees that if it makes any change to these Dispute Resolution Terms (other than a change to any address to which you may provide notice to CHATTERHIGH), you may reject any such change and require CHATTERHIGH to adhere to the language in these Dispute Resolution Terms set forth as of the date on which you used the applicable Services if a Dispute arises.

    General

    Violations of these Terms, as determined by CHATTERHIGH, may require immediate termination of your access to the Services without prior notice to you. The laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to the choice or conflicts of law provisions, govern these Terms. Except for disputes subject to arbitration as described above, any disputes relating to these Terms, the Services, or the Materials will be heard in the courts located in the City of Vancouver, Province of British Columbia, Canada. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, CHATTERHIGH is not waiving any of CHATTERHIGH’s rights. These Terms are the entire agreement between you and CHATTERHIGH and, therefore, supersede all prior or contemporaneous negotiations, discussions, or agreements between you and CHATTERHIGH about the Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability, and general provisions set forth in these Terms shall survive any termination of these Terms.

    Changes to the Terms

    CHATTERHIGH may alter the Materials and Services and/or CHATTERHIGH may choose to modify, suspend, or discontinue any part of the Services at any time and without notifying you. CHATTERHIGH may also change, update, add, or remove provisions (collectively, “modifications”) of these Terms from time to time. CHATTERHIGH shall inform you of any modifications to these Terms by posting such modifications on its website and, if you have registered for an account with CHATTERHIGH, by describing the modifications to these Terms in an email that CHATTERHIGH will send to the address that you provided during registration. To be sure CHATTERHIGH properly reach your email inbox, CHATTERHIGH just ask that you let CHATTERHIGH know if your preferred email address changes at any time after your registration.

    If you object to any such modifications, your sole recourse shall be to cease all use of the Services. Continued use of any Services following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of this website or associated with specific Services. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

    Contact

    If you have any questions about these Terms, you can reach CHATTERHIGH at 2I-4476 Markham St, Victoria, British Columbia, Canada, V8Z7X8