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TERMS AND CONDITIONS OF USE

Last Modified: July 16, 2020

The Next Path Software Consulting Inc. is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44). These terms and conditions (the " strong Terms ") form a legally binding agreement which govern your access to and use of our website ( https://deadsimplechat.com and our online embeddable chat software, which is further described on our website. Our online embeddable chat software is referred to in these Terms as the " Dead Simple Chat App ".

These Terms have provisions which limit our liability and impose obligations on you. You must review these Terms carefully before implementing or using (as an end-user) the Dead Simple Chat App. By using our Dead Simple Chat App, you, the user (" you " or "your "), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them.

These Terms apply to you whether you are a website operator implementing our Dead Simple Chat App on your own website or an end-user thereof, who uses our Dead Simple Chat App to chat and interact with other end-users, on any domain or third party website.

AMENDMENTS

As the Dead Simple Chat App continues to evolve, we may, at any time, revise these Terms and our policies by updating the webpate hosting these terms at https://deadsimplechat.com/terms or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you use the Dead Simple Chat App, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Dead Simple Chat App after such amendments have been posted. We may undertake to send you an email notice of any changes to these Terms or policies. We may also prompt you to agree to a new version of these Terms from within a Dead Simple Chat App chatroom. If you do not agree with the amendments, you agree to immediately stop accessing and using the Dead Simple Chat App, whether you are a website operator who has embeed a chatroom on your website or an end-user thereof.

PRIVACY

We use personal information you provide us in accordance with our privacy policy, which is incorporated by reference and available online at https://deadsimplechat.com/privacyBy using the Dead Simple Chat App, you consent to such processing and you represent to us that all information provided by you is accurate.

If you use the Dead Simple Chat App to carry on your own business or website, you agree that it is your responsibility to ensure you comply with applicable privacy laws on the collection, storage and use of personal information you collect on or as a result of your use of the Dead Simple Chat App. If you embed the Dead Simple Chat App on a website you operate, you agree to have your own privacy policy which discloses, to each end-user, that we collect personal information related to the embedded chatroom in accordance with our privacy policy.

About the Dead Simple Chat App

The Dead Simple Chat App allows website owners and operators to simply create online chatrooms and group chats for their website.

Establishing an Account

To implement the Dead Simple Chat App on your own website, you will be required to register an account and provide certain personal information as referenced in our privacy policy.

Website owners who implement the Dead Simple Chat App, can elect to either require all users register an account, or permit guest user, who can enter a chatroom with only a username. When you enter a chatroom, we may log your internet protocol ("IP") address to be associated with your account or username.

We may allow you to create your account via a third party sign-in provider, such as Google and others. If you elect to establish your account via a third party sing-in provider, you agree to permit us to collect the personal information such third party sends to us to establish your account.

Regardless of whether you pay for your account directly or not, you agree that access to your account, or if you are an end-user without an account, access to a chatroom, constitutes good and valuable consideration in exchange for agreeing to these Terms our privacy policy and all other documents and policies incorporated by reference.

Upon establishing an account or creating a username to access a chatroom, we grant you a non-transferable, non-exclusive license to use the Dead Simple Chat App in accordance with these Terms. However, we reserve the right to revoke that license and your access to the Dead Simple Chat App, or any individual chatroom, without justification or cause, at any time. We make no representations or warranties as to the ongoing availability of the Dead Simple Chat App, or your access to it or any individual chatrooms.

Account Not Transferrable

If you create an account, access to your account is not transferrable and is only intended for you, the individual who established the account, even if your account is paid for or made accessible to you by an organization (such as your employer or other third party). As a result, you are not permitted to change the name associated with your account.

Account Security

Upon setting up an account, unless you use a third party sign-in provider, you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Dead Simple Chat App and you agree not to disclose your password to any third-party.

You agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email account registered on the Dead Simple Chat App (i) you are responsible for ensuring that your email provided to us is accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.

You agree you are responsible for any activity on your account and all correspondence provided to us from any email address used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person whose name and personal information is registered and associated with the account.

You must immediately notify us of any unauthorized use of your account.

You must inform us of any changes to your contact details and other information provided to us, including, but not limited to, your email address.

Acceptable Use of the Dead Simple Chat App

In using the Dead Simple Chat App, whether as a website owner or operator who has embedded a chatroom on your website, or as an end-user of a chatroom, you agree, and you represent and warrant to us and all other users, that you:

  1. Will not use the Dead Simple Chat App or a chatroom in a way that has any unlawful or fraudulent purpose or effect;

  2. Will comply with all applicable laws, rules and regulations;

  3. Will only permit users who are eighteen (18) years of age or older to access the Dead Simple Chat App via your website;

  4. Will not permit any person who is, or has been, a registered sex offender, to use the Dead Simple Chat App via your website;

  5. Will not record, use or disclose personally identifiable information belonging to others except (i) with their informed consent; and (ii) in accordance with applicable privacy laws, rules and regulations;

  6. Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, intent on soliciting prostitution, threatening, racially or ethnically offensive or abusive, that would violate a third party's rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;

  7. Will not upload, transmit, disseminate, post, share, store, use any content, data or information, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;

  8. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;

  9. Will not impersonate any person or entity;

  10. Will not upload, copy, distribute, share, create or otherwise use content, code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;

  11. Will not access the Dead Simple Chat App by any means other than through the interface provided by us for use.

  12. Will not use any software bot or data scraping techniques that accesses the Dead Simple Chat App, or any chatroom, to scrape or pull data for any purpose, whether such data was displayed publicly or not.

  13. Will not collect, harvest or store any personally identifiable information, including user account information, from us;

  14. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Dead Simple Chat App and its underlying software code (aside from any open source software we publish under an open source license); and

  15. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Dead Simple Chat App or any individual chatroom created using the Dead Simple Chat App.

No Bots or SPAM

Our Dead Simple Cha App is designed for real people to engage in real conversations with one another. You are not permitted to deploy bots in connection with the Dead Simple Chat App to interact with users in unwanted conversations, including for example, by advertising products or services, sharing referral links, uploading or linking to software viruses or SPAM.

Banning Users

While we do not actively monitor the contents of chatrooms, users may report misconduct to us and we may review chat logs to consider whether you or another chatroom user has breached these Terms. We may, but have no obligation to, remove users, accounts and/or IP addresses from the Dead Simple Chat App, or any individual chatroom that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.

Sharing your Chat Logs

You acknowledge and agree that in accordance with our Privacy Policy, we may share your information, including your personal information, IP address and chat logs with appropriate authorities, whether pursuant to a subpoena or not. We may do so in our sole discretion, without any warning or notice to you if we believe it is reasonably necessary, for example, where we believe someone's safety is at risk, or a user has or intends to commit a crime.

Chatroom Users Agreeing to these Terms

If you are a website owner or operator using the Dead Simple Chat App in connection with your website:

  • You agree that we may require all users of the chatroom to accept these Terms and our Privacy Policy via a pop-up or other in chat method. You agree not to circumvent any measures we put in place to have all chatroom users agree to these Terms and our Privacy Policy; and

  • In any event, you agree that it shall be your responsibility, (i) to have your own website terms and conditions of use which restrict and limit our liability to the fullest extent permitted by law, and (ii) ensure that each end-user of the Dead Simple Chat App, accessing the app from your website, is required to agree to your website terms and conditions of use in a legally binding manner. You are encouraged to seek your own legal advice on the preparation and implementation of your website's terms and conditions of use and privacy policy.

Fees

As of the last date of these Terms, we offer a free version of the Dead Simple Chat App. However, the free version limits the number of active users and chatrooms you can host.

Our current fees for paid accounts, and the corresponding features (such as the number of users and chatrooms you can host) are displayed within your account. Where you elect to commence a paid plan, our fees are automatically billed on a monthly basis to your credit card. You agree to pay all fees associated with or arising from your account. If you fail to pay any fees associated with your account, for any reason, including for example a declined credit card, you agree that your account will be downgraded to a free plan without notice to you.

Our fees are subject to change, however, we agree to provide you with a minimum of 7 days' notice of any such changes via email. You may elect to cancel your account, or change your monthly plan after such changes have been communicated to you.

Payment

We facilitate payment on the Dead Simple Chat App using Stripe, Inc., Stripe Payments Canada, Ltd. and their related entities (collectively " Stripe"). For more information on Stripe's terms of service, their Stripe Services Agreement and privacy policy, all of which may apply to you and are incorporated by reference herein, visit https://stripe.com/en-ca/ssa and https://stripe.com/en-ca/privacy

Refunds

Unless we have billed you in error, we do not offer any refunds on any monthly fees paid to us as part of a paid subscription plan.

Taxes

You agree to pay, and we may bill your credit card, for any and all sales taxes, whether Canadian or foreign, applicable to this agreement or arising in any way from your account and access to and use of the Dead Simple Chat App.

ACCEPTANCE OF RISK AND DISCLAIMERS

Our Dead Simple Chat App is provided "as is" without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.

You accept all risks associated with using the Dead Simple Chat App.

Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages or loss you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users on the Dead Simple Chat App, our independent contractors, payment processors or third-party service providers. You acknowledge that w ** e rely on a number of third parties to make the Dead Simple Chat App available, including data, database and web hosting providers. Some of those third parties are referenced in our privacy policy.**

You accept and acknowledge that in using online platforms, including the Dead Simple Chat App, there is always a risk of unauthorized access to and use of your information, including your personal information.

You agree that, while we strive to have the Dead Simple Chat App error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of the Dead Simple Chat App.

We may also perform scheduled maintenance which will result in the Dead Simple Chat App being unavailable for certain periods of time.

While users are required to comply with these Terms, including the acceptable use terms listed above, we make no representations and grant no warranties that other users of a chatroom, have in fact or will in fact, comply with all such terms.

We have not and do not conduct any background checks or verify the identity of chatroom users.

You agree that we shall not be obligated to, and that we accept no liability or responsibility for resolving or managing disputes which may arise between you and any other user. If you have a dispute with another user, it is your responsibility to take your own legal action against such user.

Limitation of our liability

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE DEAD SIMPLE CHAT APP, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE DEAD SIMPLE CHAT APP.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF THE DEAD SIMPLE CHAT APP, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN CAD $20.00.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE DEAD SIMPLE CHAT APP WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

Indemnification

You agree to indemnify us, our employees, shareholders, directors and officers, and to defend and hold each of them harmless, from any and all claims and liabilities (including reasonable legal fees) which may arise from (i) your violation of these Terms or any policy incorporated by reference; (ii) your violation of any third-party right; (iii) any breach of a representation or warranty made by you to us, either in these Terms, privacy policy or otherwise; (iv) any claim for damages suffered by another user of our service which you caused or contributed to; and (v) from the use of our Dead Simple Chat App by your own website's end-users, who cause us or any third party damage, injury or loss.

Proprietary Rights

The Dead Simple Chat App contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. Aside from any open source code which you duly obtain a license for, you are not permitted to copy, use or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on or underlying the Dead Simple Chat App without the express consent of the owner.

All rights, title and interest in and to the Dead Simple Chat Appare and will remain the exclusive property of The Next Path Software Consulting Inc. and our licensors.

The Dead Simple Chat Appand all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Aside from embedding a chatroom on your own website, you agree not to reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Dead Simple Chat App without our express written consent.

You are not permitted to use any trademark or trade name of The Next Path Software Consulting Inc., including our logo, without our express permission.

Your Content

The Dead Simple Chat App permits you and other users the ability to upload and post content (" User Content ") in chatrooms. We claim no ownership of your User Content. While you, as a website owner or operator who embeds a chatroom on your website, may moderate the contents of your own chatrooms, we do not pre-screen User Content uploaded or posted to the Dead Simple Chat App by you or other users. However, where we receive reports or otherwise come to learn of contents posted in a chatroom which are contrary to these Terms, you agree that we may, but have no obligation to, remove them.

While you, as a website owner or operator who embeds a chatroom on your website, may moderate the contents of your own chatrooms, we do not pre-screen User Content uploaded or posted to the Dead Simple Chat App by you or other users. However, where we receive reports or otherwise come to learn of contents posted in a chatroom which are contrary to these Terms, you agree that we may, but have no obligation to, remove them.

You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to a chatroom in order to facilitate the ordinary use of the Dead Simple Chat App. You acknowledge that as an end-user of a chatroom, you may not be able to delete your own User Content.

Embedding Chatrooms

You represent and warrant that you will only embed a chatroom on a website which you duly own or operate and that you have all necessary legal rights to embed a chatroom on such website.

Feedback

We do not consider proposals or ideas, including without limitation ideas for new features, technologies or feedback on our software which you provide us (" Feedback ") to be confidential. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.

Copyright Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Dead Simple Chat App or an individual chatroom, please notify the website operator in which the chatroom is hosted first. If you are a website operator who has embedded a chatroom on your website, you can moderate your chatrooms and ban users. See our FAQ webpage for details at https://deadsimplechat.com/faq

Thereafter, you may contact us with any takedown notices or requests at compliance@deadsimplechat.comWhile we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or remove content that we reasonably determine to be infringing your rights.

Linked Sites

Whether or not we are affiliated with websites that may embed a chatroom, be linked to the Dead Simple Chat App or an individual chatroom, you agree that we are not responsible for their content. You access such third party websites at your own risk.

Internet links found on the Dead Simple Chat App or in an individual chatroom, whether posted by us or a third party, are not an endorsement and we do not represent or warrant the accuracy or truth of the contents, or endorse the products, services or information found on said websites. You access those links and corresponding websites at your own risk.

Law of the Contract (Governing Law) and Jurisdiction.

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.

You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.

Severability

If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial By Jury

To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on the Dead Simple Chat App are hereby incorporated by reference, including but not limited to our Privacy Policy.

Termination

Though we would much rather you stay, you can stop using the Dead Simple Chat App at any time. Please contact us to learn more about terminating your account. Notwithstanding your decision to delete your account or no longer use the Dead Simple Chat App, you agree to pay all fees and taxes as set out in these Terms and as posted on our website and the Dead Simple Chat App.

We also reserve the right to suspend your account or access to the Dead Simple Chat at any time, with or without reason or cause, and with or without notice. We may do so by cancelling your account and/or blocking access to chatrooms for the IP addresses associated with your account or username.

The cancellation, suspension or termination of access to the Dead Simple Chat App shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You are not permitted to assign this agreement to any third party. However, you agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the Dead Simple Chat App by a third party, the transfer of control of The Next Path Software Consulting Inc. or otherwise.

Right to Seek Injunction

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Your Relationship with Us

Your relationship with us is that of an independent contracting party. You are not as an employee of ours and regardless of whether you are acting individually or if you are operating your own business in using the Dead Simple Chat App, you are not an agent, joint venturer or partner of ours and you hereby waive the application of the Partnerships Act , RSO 1990, c P.5 in Ontario, Canada (where we are based) and any successor or similar legislation in any other jurisdiction. You agree that to the fullest extent permitted by law, no partnership relationship shall exist or be deemed to exist between you and us.

New Features

Any new features that augment or enhance the current version of Dead Simple Chat App, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms.

Entire Agreement

This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) by publication of a subsequent version of these Terms; or (ii) in writing, in an addendum or other agreement, signed by a duly authorized representative of The Next Path Software Consulting Inc.