By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Website and (iii) that your use of the Website and Software is in compliance with any and all applicable laws and regulations.
2. License Grant to Cheto
By posting or publishing your content, suggestions, information, data, or comments (“Content”) to this Website, you are granting Cheto a perpetual, irrevocable, worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to display, perform, reproduce, distribute, and prepare derivative works of your Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You will retain ownership of your Content, however, any use of your Content by Cheto may be without any compensation paid to you. By posting and publishing your Content, you represent and warrant that your Content, does not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third-party.
You agree that you will be responsible for your use of the Website and Software, and you agree to defend, indemnify, and hold harmless Cheto and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Cheto Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Website; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
Unless otherwise expressly permitted in writing by Cheto, you will not and you have no right to:
- Share access to the services or your account to any third party.
- Rent, lease, loan, export or sell access to the services or your account to any third party.
- Using our Software on devices not owned by you.
In case of failure to comply we reserve the right to suspend or terminate your account or subscription, with or without notice and without further obligation.
5.1 License Grant
Subject to the terms and conditions of this Agreement, Cheto grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable (except to Affiliates) license to install and use the Software during your use of the applicable services in accordance with this Agreement and any Cheto documentation (“License”). Your License will end upon the earlier of the termination of your use of the services requiring such Software or the termination of this Agreement. Some Software may contain open source or third party software, which may have additional terms and restrictions regarding such software’s use.
You will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Software (collectively, "Reverse Engineering") or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of your own or third party software with the Software, and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) you have first requested such information from us and we fail to make such information available (for a fee or otherwise) under reasonable terms and conditions.
6.1 Recurring billing
Cheto will begin billing your Payment Method for the Paid Services on the day that you sign up for such Paid Services, regardless of whether you have fully configured the Paid Services as of that date.
6.2 Price changes
We reserve the right to change the fees that we charge for the Service, at any time in our sole discretion, provided that we give you at least thirty (30) days’ prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.
6.3 No Refunds
FEES ARE NONREFUNDABLE. YOU WILL BE BILLED IN FULL FOR THE SUBSCRIPTION TERM IN WHICH YOU CANCEL AND NO REFUNDS WILL BE PROVIDED FOR THE UNUSED PORTION OF SUCH SUBSCRIPTION TERM. Following any cancellation, however, you will continue to have access to the Paid Services through the end of your current Subscription Term. We may, in our sole discretion, provide a refund, discount, or credit (“Credits”) to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.
Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against Cheto as measured by our net income. Unless you provide us with evidence of an exemption, we will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.
7. Disclaimers; No Warranties
THE WEBSITE AND SOFTWARE IS MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE CHETO ENTITIES HAVE NO OBLIGATION TO MONITOR, CONTROL, OR VET THE CONTENT OR DATA APPEARING ON THE WEBSITE. AS SUCH, YOUR USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK. THE CHETO ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITE AND EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability
IN NO EVENT WILL THE CHETO ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE OR SOFTWARE OR ANY MATERIALS OR CONTENT ON THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE CHETO ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
9. Governing Law
This Agreement will be governed by the laws of Kingdom of Tonga without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Cheto agree to submit to the personal and exclusive jurisdiction of the state courts located within Kingdom of Tonga for the purpose of litigating all such disputes.
10. Changes to this Agreement
Cheto reserves the right to make modifications to these Terms at any time. Revised versions of these Terms will be posted to this Website. Unless otherwise specified, any modifications to the Terms will take effect the day they are posted to this Website. If you do not agree with the revised Terms, your sole and exclusive remedy will be to discontinue your use of the Website.