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1. APPLICABILITY AND ACCEPTANCE

 

1.1 Please read these terms and conditions carefully. This website is owned and operated byChatChing Inc., 1061 E, Indiantown Rd., Ste. 400, Jupiter, FL 33477 (hereinafter referred to as “ChatChing”, “us”, “we” or “our”) under the domain name http://www.ChatChing.com (hereinafter referred to as “ChatChing”).

1.2 Your access and/or use of the data, information, graphics, text, scripts, software, sound, audio, music, video (visual files), services, materials, interactive features, and/or user-submissions (hereinafter referred to as “content”) on or through ChatChing are governed by these terms and conditions read together with terms of our Privacy Policy, available at http://www.chatching.com/privacy.html, and the provisions of any other instrument, document or agreement you may be required to execute in pursuance of the terms hereof, all of which are incorporated herein by reference (hereinafter collectively referred to as “this Agreement”).

1.3 By accessing ChatChing and/or using its content in any manner whatsoever, you are indicating that you have read, acknowledged and agreed to be bound by the terms of this Agreement, which is as legally binding as if you signed a written document. If you don’t agree to the terms of this Agreement, do not access ChatChing.

1.4 The company and/or its affiliates may, without any prior notice, change the terms of this Agreement, and you are responsible for reviewing the changes, if any, and complying with them regularly.

1.5 The company will notify their qualified members and members via email or other methods of communication, when there are changes made to ChatChing’s terms of service.
 

2.DEFINITIONS AND INTERPRETATION

 

Except as otherwise construed in the terms or context hereof, the following words and expressions, as used in this Agreement, shall be interpreted to have the meanings ascribed to them as given below:


2.1 References to “ChatChing” shall include its directors, subsidiaries, affiliates, officers, agents, and other partners and employees as well as independent contractors hired by it.

2.2 The word “user” shall be deemed to include, without limitation, everyone accessing, browsing, or using ChatChing and/or its content in any manner whatsoever.

2.3 The expression “user-submission(s)” shall mean to include, without limitation, all and any data contributed by any user(s) to ChatChing in any form, including, but not limited to, graphics, advertisements, files, pictures, multi-media data, articles, write-ups, personal details, household addresses, email addresses, telephone numbers, names, etc. and/or any other such information as may be of use to ChatChing and/or other users.

2.4 The expression “user-account” shall mean the account that a user, in order to make any a user-submission, to access and/or to use some features of ChatChing, is required to create at ChatChing by registering his/her personal details through the interface provided on ChatChing;

2.5 The word “member” shall mean a user who has an active user-account at ChatChing.

2.6 The expression “qualified member” shall mean a member whose identity and other personal details have been duly verified to the satisfaction of ChatChing.

2.7 The word “invitation” shall mean the act of inviting non-users, by sending Invite(s) via email, posting Invite Link(s) on social networking website(s), and/or making contact via interface, if any, provided on ChatChing, for accessing, and/or creating a user-account at, ChatChing.

2.8 The user who creates a user-account on the invitation of a member shall be deemed as the “networked member” of the member on whose invitation said user-account is created, and the member giving such invitation is considered to be the “parent member”.

2.9 The complete chain of all users, who have created user-accounts at ChatChing on the invitation of a parent member and/or a networked member of such parent member, shall comprise the “network” of said parent member.

2.10 The word “entity” encompasses any individual, corporation (including non-profit corporations), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, or organization.

2.11 The expression “third-party” shall mean to include any entity that is not a party to this Agreement.

2.12 The word “advertiser” shall mean to include any entity that advertises and/or promotes any products and/or services at ChatChing, subject to such additional terms as set out in another contract, which ChatChing, in its sole discretion, may require an advertiser to execute in addition to this Agreement, in which event the terms of that contract shall be applicable in conjunction with the terms of this Agreement.

2.13 The word “you” shall mean to include any entity that is a qualified member or member of ChatChing.

2.14 In this Agreement, wherever the context admits –

 

(i) words importing the ‘singular’ include the ‘plural’, and vice versa;

(ii) words implying ‘gender’ shall be deemed as implying ‘any gender’;

(iii) the expression ‘person’ includes both natural person and entity;

(iv) references to ‘Sections’ and ‘Sub-sections’ are references to the Sections and Sub-sections of this Agreement; and

(v) references to ‘party’ and/or ‘parties’ are references to the user and/or ChatChing.

 

2.15 Headings given to the Sections herein are for reference purpose only, and in no way define, limit, construe or describe the scope or extent of such Sections.

 

3. CONDITIONS APPLICABLE FOR ChatChing ACCESS

 

3.1 Subject to your compliance on a continuing basis with all of the terms and conditions of this Agreement, ChatChing hereby grants you permission to use ChatChing only as set forth in this Agreement, and provided that:

 

(i) you will access and use the content – including user-submissions – posted on ChatChing, for none other than any or all of the purposes specified below -

(a) to interact with other members at ChatChing;

(b) to send Invites via interface provided on ChatChing;

(c) to post Invite link(s) on major social networking sites;

(d) to make your own user-submission(s);

(e) to use any application available at ChatChing;

(f) to participate in any activity being conducted at ChatChing; or

(g) any other purpose, which ChatChing may from time to time prescribe and notify in this Agreement or at ChatChing
(hereinafter collectively referred to as the “intended use”);

(ii) you will not copy or distribute any part of ChatChing in any medium without our prior written authorization;

(iii) you will not circumvent, disable, violate or attempt to violate, or otherwise interfere with the security or integrity of ChatChing, the proper operation of ChatChing, the features that prevent or restrict use or copying of any content or enforce limitations on use of ChatChing or the content therein, or interfere with any activity being conducted on ChatChing;

(iv) you will not post or transmit on ChatChing any content that is not considered appropriate for family consumption;

(v) you will not violate any laws, third party rights, and/or our policies;

(vi) you will not post false, inaccurate, misleading, obscene, defamatory, or libelous content on ChatChing; and

(vii) you will not distribute or post spam, chain letters, pyramid schemes, viruses or any other technologies that may harm company, or the interests or property of users.

 

3.2 In order to access and/or use some features of ChatChing, you will have to create a user-account (hereinafter referred to as “user-account”) by registering your personal details through the interface provided on ChatChing; and you expressly understand, recognize, and agree that:

 


(i) during the registration process, you may be required to expressly accept or reject this Agreement;

(ii) when creating your user-account, you must provide accurate and complete information;

(iii) you are solely responsible for the activity that occurs on your user-account; parents are responsible for monitoring the activity on their minor child’s user-account.

(iv) you would keep your user-account password secure;

(v) you would notify us at < > immediately of any breach of security or unauthorized use of your user-account;

(vi) though ChatChing will not be liable for any loss(es) caused to you by any unauthorized use of your user-account but you may be liable for the losses incurred by ChatChing or others due to such unauthorized use; and

(vii) you hereby promise and undertake never to use another member’s user-account, username or password without his/her written permission.

 

3.3 You agree not to use or launch any automated system, including without limitation, “robots”, “spiders”, “offline readers”, etc., that accesses ChatChing in a manner that sends more request messages to ChatChing servers in a given period of time than a single human can reasonably produce in the same period by using a conventional on-line web browser.

3.4 You agree not to collect or harvest any personally identifiable information, including user-account names, from ChatChing, nor to use the communication systems provided by ChatChing for any commercial solicitation purposes.

3.5 You agree that your user-submissions will not contain ‘restricted or password only access pages’ or ‘hidden pages or images’. We reserve the right in our sole discretion to block access or discontinue services to offenders, and to investigate and take appropriate legal action against anyone who, in ChatChing's sole discretion, violates this provision, and such action would include reporting to the law enforcement authorities.

3.6 You acknowledge that we process your user-submissions; and that in doing so, we may record, analyze, or copy your user-submissions in order to provide services, to diagnose problems, or to maintain ChatChing. By accessing or using ChatChing, you expressly consent to our recording and analysis of your user-submissions.

3.7 You understand and agree that subject to the provisions set out in Section 6 hereunder, ChatChing shall have the sole discretion and authority to reject any user-submission, without assigning any reason therefor, or to edit its contents before allowing it to be posted on ChatChing.

3.8 You, hereby, expressly acknowledge and understand that the advertisers are independent entities, not associated with the ChatChing, and that ChatChing has no control over the authenticity and/or validation of the information that the advertisers may from time to time post at ChatChing.

 

4. ALLOCATION OF MEMBERSHIP POINTS AND CHATCHING’S SHARES

 

4.1 Each member, subject to his/her state of residence which may or may not approve the ChatChing service, if the member is in an unapproved state, they will be automatically notified during registration; members in approved states are entitled to earn, and accumulate, points (hereinafter referred to as “membership points”) by simply using ChatChing and/or any of the features, functionalities and/or participating in any of the activities provided on ChatChing (hereinafter referred to as “event”), in accordance with the following chart:


ChatChing Point Award Chart

Action/Event Points Awarded Frequency Limit
Recruiting Activities    
Post Invite Link on Major SN Site (FB, Twitter, LinkedIn, Google+, MySpace) 100 Once per month on a given site
Post invite link to non-major SN site 10 10 Sites/month
Address book extraction and invite 50 Once per month minimum 50+ address
Invites the Members Initiates 1 Once per Email Address
Accepted Identified/Company Invited Users Provide Basic Profile Data 100 No Limit
User Activity    
Complete Profile All Basic Data 100 Once
100 % Complete Profile 100 Once
Upload Photos 5 5 Per Day
Update Status 1 3 Per Day
Post a comment to Wall, Status Page, Blog, Photo, Album, Forum 2 Once Per profile or page
Tag Photo 3 Once Per Photo
Add Friend 5 25 Per Month
Identify Special Friend 25 Once per Friend (Limit 10 lifetime)
Send Message 1 5 Per Day (once per other member)
View to Your Profile or Comments    
View to Your Profile or page 1 Once per viewing member account per day
Receive a comment to wall or posts 2 Once per posting account member per day
Posted comments to one of your posts 2 Once per viewing member account member per day
Receive Message 1 Once per sending member account per day
Views to Photo Album 1 Once per viewing account per day
Members subscribed to one of your pages 1 Once per member account per day

 

ChatChing Multi-Level Point Chart

 

Multi-Level Points Type of Referred User Percentage of Point of Typed of Referred User Earned by Consultant
  Referred user A initially identified by Consultant and invited
by Company
50 %
  Referred user B identified by Referred user A and invited
by Company
25 %
  Referred user C identified by Referred user B and invited
by Company
12.5 %
  Referred user D identified by Referred user C and invited
by Company
6.5 %
  Referred user E identified by Referred user D and invited
by Company
3.375 %
  Referred user F identified by Referred user E and invited
by Company
0 %

4.2 Out of the membership points earned by a networked member, 50% shall be credited to him/her, whereas the remaining 50% (hereinafter referred to as the “pass up points”) shall be credited to the parent member on whose invitation the networked member created his/her user-account; however, in case of a networked member having received invitations from more than one member, resulting in his/her being on multiple networks, the pass up points will be allocated to all networks such networked member is part of.

4.3 Each member’s cumulative total of membership points shall be displayed on ChatChing, and it shall be updated regularly.

4.4 Three months after the total strength of qualified members has reached one million, 2.5% of the authorized share capital of ChatChing, equaling 25 million paid-up shares (hereinafter referred to as “ChatChing shares”), shall be allocated to the first million qualified members, depending upon the number of membership points they have earned until at that point in time, in accordance with the ratio illustrated in the following table:


Qualified Member Membership Points Earned Shares allocated
A 250,000 625
B 150,000 375
C 100,000 250
D 50,000 125
E 10,000 25
F 6,000 15
G 4,000 10
H 2,000 5
I 1,200 3
J 800 2
K 400 1

4.5 Every following quarter, an additional allocation of ChatChing shares shall be made to the qualified members provided Chatching’s strength has by then increased by an additional million. One year following any award allocation and providing that a user has earned points equal to or greater than the amount turned into the allocation, the user shall be awarded the allocated stock.

4.6 The qualified members who have been allocated ChatChing shares may be required to execute separate form, document, instrument, or another agreement before the allocated shares are actually allotted to them, in which event their rights of ownership as well as transaction in respect of the allotted shares shall be governed by the terms and conditions stipulated in such form, document, instrument, or agreement as executed by them, which would be incorporated herein by reference.


(i) The qualified member will have sole responsibility to pay any associated fees to a third party in the event they decide to convert their stock into its equivalent cash value.

4.7 Subject to the provisions hereof; the terms and conditions set forth in the form, document, instrument, or agreement referred to in preceding Sub-section 4.6; and the applicable provisions of law then in force, the ChatChing shares allotted to a qualified member in terms of this Agreement, shall be freely transferable, saleable and/or tradable at the Stock Exchange where such shares are listed.


5. CHARITY POINT DESIGNATION


5.1. The qualified members have the right to designate their points to the charity of their choice. Designation of points to charity is an option. Qualified members can enter or determine the percentage of points they would like to designate to the charity and also define what percentage of points they would like to retain to their account.

5.2. Points designated to a Charity are non-refundable. A qualified member who designated points to Charity cannot request to retrieve those points back. All points designated to a charity are final.

5.3 You agree not to send requests for point refunds from ChatChing if you have finalized a percentage of points to be designated to a charity.

5.4 You understand that ChatChing is not responsible for any designation of points coming from your ChatChing account.


6. INTELLECTUAL PROPERTY RIGHTS


6.1 The entire content on ChatChing, except any and all user-submissions, but including the trademarks, service marks and logos contained therein (collectively referred to hereinafter as "Marks"), are owned by, or licensed to, ChatChing, subject to copyright and other intellectual property rights under the applicable laws in the U.S.A. and other countries as well as international conventions.

6.2 You agree not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit the content of ChatChing, including the user-submissions, for any purpose(s) other than the intended use; as defined in Clause 3.1 (i) hereinabove,


(a) without the express prior written consent of the respective owners, and/or

(b) in any way that violates any right of any user/third party.

7. USER-SUBMISSIONS

7.1 You shall be solely responsible for your own user-submissions and the consequences of posting or publishing them on ChatChing.

7.2 You agree that ChatChing has no liability with respect to any user-submissions; including, without limitation, your own submissions, and you hereby irrevocably release ChatChing and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to user-submissions or any part thereof.

7.3 You acknowledge that ChatChing has no obligation to store, transmit, or maintain any user-submissions, and that ChatChing may cease storing, transmitting, or maintaining any or all user-submissions at any time, in its sole discretion.

7.4 In connection with your user-submissions, you affirm, represent, and warrant that (and that you can and will demonstrate to ChatChing’s full satisfaction upon its request that):

(i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize ChatChing to use the whole content, contained in each such user-submission, in its entirety, and to enable inclusion and use of such user-submission(s) in the manner contemplated by ChatChing and this Agreement;

(ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the user-submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the user-submissions in the manner contemplated by ChatChing and this Agreement; and

(iii) the posting of your user-submission on or through ChatChing does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity, and you agree to pay all royalties, fees, and/or other monies owing to any person or entity by reason of any content posted by you on or through ChatChing.

7.5 In connection with user-submissions, you further agree that you will not:


(i) publish falsehoods or misrepresentations that could damage ChatChing, its affiliates, advertisers, and/or any third-party;

(ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violates any law, or is otherwise inappropriate or objectionable in the sole opinion of ChatChing;

(iii) impersonate another person;

(iv) submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity right, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant ChatChing all the license rights in respect thereof.

7.6 You acknowledge and agree that ChatChing reserves the sole right to decide whether a user-submission is inappropriate, or violates the terms of this agreement, including but not limited to, copyright infringement and violations of intellectual property law, or amounts to pornography and/or obscene or defamatory material, or is of excessive length. You further acknowledge and accept that ChatChing reserves the right, in its sole discretion, to reject, refuse to post or remove any user-submission posted by you, or to restrict, suspend or terminate your access to all or any part of ChatChing at any time, for any or no reason, with or without prior notice.


(i) You understand and agree that all and any information/data collected from and/or posted on or through ChatChing, including, but not limited to user-submissions, may be shared with advertisers for being used by them for their own purposes.


7.7 In particular, if you are a copyright owner or an agent thereof and believe that any user-submission or other content infringes upon your copyrights, or if you have any objection, whatsoever, to the posting of any content, including, but not limited to any user-submission, on ChatChing, you may submit to us at admin@ChatChing.com, a written request, stating therein the reason(s) for your objection, besides your name, postal address, electronic mail address and telephone number. It is our policy to –


(i) block access to, or remove, content that we believe in good faith to be copyrighted material that has been illegally copied, displayed or distributed by any of our advertisers, content providers, or users; and
(ii) remove and discontinue services to repeat offenders.

8. SHARING OF CONTENT


8.1 ChatChing provides information to users, free of cost, in the form of content, including, but not limited to user-submissions, posted on or through ChatChing, for the purposes of inter-user communication. This material is copyrighted to ChatChing, and is provided to the user for the purposes of personal communication only. The material extracted from ChatChing cannot be used for any other purpose than personal communication, and failure to comply can result in direct prosecution and litigation.

8.2 Users are required to protect the information contained within the content of ChatChing, and they cannot distribute its content without express written permission from ChatChing.

8.3 ChatChing reserves the right to discontinue or change any aspect of ChatChing at any time.

8.4 Users of ChatChing recognize that portions of ChatChing are sponsored by advertisers. ChatChing reserves the right to relay all and any information/data collected from, and/or posted on or through ChatChing, including, but not limited to user-submissions, to advertisers for being used by them for their own purposes. The company has no control or knowledge of how that information/data is used, and is not responsible for any action the concerned advertiser may perform by using such information/data.


9. THIRD-PARTY WEBSITES

ChatChing may contain links to such websites (hereinafter referred to as the “third-party websites”) that are not owned or controlled by us. When you access third-party websites, you do so at your own risk, and ChatChing encourages you to be aware when you leave ChatChing, and to read carefully the terms and conditions and privacy policy of each third-party website that you visit. We have no control over, and assume no responsibility for the accuracy of information/data available on, or practices of, or opinions expressed in any third-party websites. By accessing or using any third-party website, you expressly relieve ChatChing from any and all liability arising from your access/use of any such third-party website.


10. TERM OF AGREEMENT


This agreement shall remain in full force and effect while you access or use ChatChing. You may terminate your use of ChatChing and/or your user-account at any time by following the instructions on ChatChing. ChatChing, in its sole discretion, may terminate your permission to use ChatChing, access to ChatChing, or your user-account at any time, for any reason, without any prior notice.


11. WARRANTY DISCLAIMER


11.1 Subject to the provisions of Section 4 hereof, ChatChing has no special relationship with, or fiduciary duty to, you.

11.2 You acknowledge that ChatChing has no control over, and no duty to take any action regarding: which users gain access to ChatChing; what content you access via ChatChing and its affiliated services; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content.

11.3 You release ChatChing from all liability for your having accessed/used content on or through ChatChing.

11.4 ChatChing makes no representations concerning any content available on, or accessed through, ChatChing, and ChatChing will not be responsible or liable for the accuracy, suitability, completeness, reliability, copyright compliance, legality or decency of material contained in, or accessed through, ChatChing.

11.5 To the fullest extent permitted by law; ChatChing, its suppliers and each of their respective officers, directors, employees, agents and independent contractors disclaim all warranties, express or implied, in connection with ChatChing and your access/use thereof, including warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights.

11.6 In addition, neither ChatChing nor its suppliers, nor any of their respective officers, directors, employees, agents, and independent contractors make any warranties or representations about accuracy or completeness of the content of ChatChing or that of any third-party websites, linked to ChatChing, and assumes no liability or responsibility for any –


(i) errors, mistakes, or inaccuracies of content;

(ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the content;

(iii) any unauthorized access to or use of the secure servers and/or any and all information stored therein;

(iv) any interruption or cessation of transmission to or from ChatChing;

(v) any bugs, viruses, trojan horses, or the likes which may be transmitted to or through ChatChing by any user or third-party; and/or

(vi) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via ChatChing.

11.7 ChatChing does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by an advertiser and/or third-party through ChatChing, or any hyperlinked third-party website(s), or featured in any banner or other form of advertising, and you understand and acknowledge that ChatChing will not be a party to, or in any way be responsible for monitoring of, any transaction between you and advertisers and/or third-party providers of products or services.

11.8 ChatChing is controlled and offered by ChatChing from its facilities in the United States of America. ChatChing makes no representations that ChatChing and the services, features and facilities provided at ChatChing are appropriate or available for use in other locations. Those who access or use ChatChing from other countries/jurisdictions do so at their own volition, and are responsible for compliance with local law.


12. INDEMNITY


You agree to defend, indemnify and hold harmless ChatChing, its parent organization(s), affiliates, sponsors, and their officers, directors, employees, independent contractors, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, demands, and expenses (including, but not limited to attorney’s fee) arising from:


(i) your use of any content accessed on or through ChatChing, and/or any content that you post thereon;

(ii) your violation of any condition of this Agreement or your representations and warranties set forth hereinabove;

(iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right;

(iv) your use of ChatChing in any products, services and/or information you may offer to third-parties (including customers) and/or users; or any claim that your user-submission(s) caused damage to a third-party and/or user.

13. ELIGIBILITY


By using ChatChing, you represent and warrant that –


(i) all registration information you submit at the time of creating your user-account, if any, is accurate and truthful;

(ii) you will maintain the accuracy of such information;

(iii) you are 18 years of age or older;

(iv) your use of ChatChing does not violate any applicable law or regulation; and

(v) you are of legal age to agree to these terms and conditions.

(vi) you must consent to the terms and conditions for your minor child

Your user-account and all associated content may be deleted, and your membership may be terminated without warning if ChatChing believes that you are in breach of any of the foregoing representations and warranties.


14. LIMITATION OF LIABILITY


14.1 In no event shall ChatChing, its affiliates, sponsors, suppliers, or their respective officers, directors, employees, independent contractors, or agents, be liable to you or any user or third-party for any indirect, incidental, special, punitive, or consequential damages whatsoever, including lost profits, whether based on warranty, contract, tort, or any other legal theory, and whether or not ChatChing 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.

14.2 You specifically acknowledge that ChatChing shall not be liable for commercial use of your user-submissions, and/or the defamatory, offensive, or illegal conduct of any third-party, and that the risk of harm or damage from the foregoing rests solely and entirely with you.

14.3 ChatChing’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to ChatChing for the intended use during the term of this Agreement.

14.4 No agency, partnership, joint venture, employment, or commercial relationship is created between you and ChatChing as a result of this Agreement, and it does not vest in you any authority of any kind to bind ChatChing in any respect whatsoever.


15. ASSIGNMENT


You may not transfer or assign this Agreement or any rights and licenses granted hereunder without ChatChing’s prior written consent. However, ChatChing may freely transfer, assign, or delegate this Agreement and any of its rights or obligations hereunder.


16. GOVERNING LAW AND JURISDICTION


16.1 You acknowledge and agree that all provisions, statements, recitals, and terms of this Agreement are not merely recitals, but are intended to be contractual.

16.2 You expressly consent and submit to the exclusive jurisdiction of the Courts in the State of Florida in U.S.A. to the exclusion of any other Court located elsewhere, notwithstanding your nationality, domicile or place of residence or the occurrence of any act, matter or thing outside of Florida or the jurisdiction of those Courts.

16.3 This Agreement shall be governed by, construed, and enforced, in accordance with the laws of the State of Florida, U.S.A., without regard to conflict with laws/provisions prevailing elsewhere.


17. DISPUTE RESOLUTION


The parties hereto acknowledge and agree that:

17.1 Any dispute/difference arising from, or relating to, the subject-matter of this Agreement; and/or regarding usage, accuracy, completeness, suitability, reliability or appropriateness of content posted on ChatChing, interpretation of meaning or applicability of any of the terms and conditions set out in this Agreement, any claim made by you against ChatChing or vice-versa, and/or involving ChatChing or any aspect/part thereof in any manner, shall be referred to designate Florida Arbitration & Mediation Service for arbitration in accordance with the Washington Arbitration & Mediation Service (or United States Arbitration and Mediation, Inc. national) Rules of Arbitration. The arbitrator's decision shall be final and legally binding and judgment may be entered thereon. The venue of arbitration shall be Jupiter in the State of Florida, U.S.A. The arbitrator shall have the authority to grant specific performance, and to allocate between the parties the costs of arbitration, including, but not limited to, service fees, arbitrator’s fees and all other fees as well as expenses related to the arbitration, in such equitable manner as the arbitrator may determine. The party who prevails in arbitration shall be entitled to recover its share of the costs of arbitration along with reasonable attorney’s fee from the other party.

17.2 In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to costs of suit, including a reasonable attorney's fee for having to defend or enforce the award.

17.3 You agree that Florida State Statutes of Limitations apply to this Agreement, and to the arbitration that may take place in the terms hereof, and the parties agree that any legal action arising out of, or related to, ChatChing must commence within the limitation period prescribed under the Florida Statutes of Limitations; otherwise, such action is permanently barred.

17.4 Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator.


18. SEVERABILITY


any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any provision of this Agreement shall be deemed as further or continuing waiver of such provision or any other provision, and ChatChing’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.


19. NOTICES


Except as explicitly stated otherwise, any notices from the user shall be given by postal mail to:

1061 E, Indiantown Rd., Ste. 400,
Jupiter, FL 33477

or via the email address user provided to ChatChing during the process of creating your user-account. ChatChing shall give notices via electronic delivery to the email address given during the user-account creation. Notice shall be deemed given 24 hours after email is sent, unless ChatChing is notified that the email address is invalid. Alternatively, ChatChing may also give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to ChatChing during the process of creating your user-account. In such case, notice shall be deemed to have been given five days after the date of mailing.


20. SEVERABILITY


If, for any reason whatsoever, any particular provision of this Agreement, or any part thereof, shall be adjudicated to be invalid or unenforceable by a Court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom the provision, or portion thereof, thus adjudicated to be invalid or unenforceable; however, such deletion shall apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, and the remaining provisions hereof will continue in full force and effect.

Parent Authorization
Status
IN PROGRESS
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