You must be at least 13 years old (or such other age as determined by us at our sole discretion, taking into account factors such as the jurisdiction in which you are a resident) to use the Services. If you are not yet legally considered an adult where you live (known as the age of majority), you may only use the Services if your parent or guardian agrees to these Terms on your behalf.

Subject to your compliance with these Terms, and any other policies we make available to you from time to time, HelloChat grants you a personal, worldwide, royalty-free, non- transferable, non-exclusive, revocable, non-sublicensable license to: (a) access and use the Services for your non-commercial use or internal business use; and (b) download, install and use the HelloChat application on one or more mobile device(s) (e.g. cell phone or tablet), which natively executes an operating system supported by HelloChat, and that you own or control for your non- commercial use or internal business use.

You agree that any software that we provide you, including the HelloChat application, may automatically download and install upgrades, updates or other new features and regularly send log information to our servers. You may be able to adjust these automatic downloads through your mobile device settings. These updates and upgrades are designed to improve and enhance our Services and can include bug fixes, enhancements and new modules. You consent to the installation of such software, including updates and upgrades (and authorize us to deliver such software to you) as part of your use of our Services. You may withdraw consent by ceasing to use the Services.

You may not sell, rent, lease, assign, distribute, copy, modify or host any part of our Services. As well, you may not adapt, merge, make adaptations, translations or derivative works of, disassemble, decompile, reverse compile, attempt to discover the source code or reverse engineer any part of the Services, except to the extent these restrictions are expressly prohibited by applicable law.

Some of our Services assist you with creating, uploading, posting, sending, receiving and storing content (“User Content”). When you do that, you keep the ownership rights you had in your User Content to begin with. You represent and warrant that you have all necessary rights to perform the foregoing activities in respect of the User Content (including in respect of User Content that contains Personal Information), having provided all notices and disclosures, obtained all applicable consents and permissions, or otherwise have all authority, in each case as required by applicable laws, to enable us to perform the Services. Furthermore, you grant us a non-exclusive, royalty-free and fully paid, irrevocable, worldwide license, with the right to grant sublicenses, to: (1) reproduce, distribute, host, display, and otherwise use the User Content for the purpose of operating, developing, providing and improving the Services, including publishing, distributing and promoting your User Content in the group, with whom you have interacted with, and researching and developing new products and services; (2) to generate anonymized or de-identified information (“Aggregated Statistical Information”); and (3) using your User Content as described in the Privacy Policy.

While we aren’t required to, we may review, screen and delete your User Content at any time if we think it may violate these Terms. You are responsible for the User Content that you send through the Services, including for back up of such content.

We reserve the right to block or remove Your Content for any reason, including as is in our opinion appropriate, as required by applicable laws and regulations. We reserve the right to artificially manipulate the visibility, status, or rank of Your Content on HelloChat.

The Services may contain advertisements. As a condition of your access or use of the Services, you agree that HelloChat and its affiliates and third party partners may place advertising on the Services.

We’re always happy to hear from you but if you volunteer any feedback or suggestions about HelloChat or the Services, you agree that you will not submit to us any feedback or suggestions that you consider to be confidential or proprietary and that we can use your feedback and suggestions in any manner we deem is appropriate without compensating you.

Your privacy matters to us. You can learn more about how we handle your information when you use our Services by reading our Privacy Policy. We encourage you to read it carefully because by using our Services you agree that HelloChat can collect, use and share your information in the ways described in that policy.

You may not upload, post, send, comment on or store content that:

You agree not to use the Services to:

You are responsible for anything that happens in your account, so please keep it secure. Keeping a strong password that you haven’t used for other accounts is one good way to do this. You agree that the registration information you give to HelloChat is true and that you’ll keep it up to date.

HelloChat stores certain information about your chat history including which groups you are a member and with whom you have interacted. HelloChat temporarily stores your messages on our servers for up to 30 days. Messages are automatically stored locally to a users device. We are not responsible for any messages that may be lost.

Also, you agree that you will not:

If you think someone has gained access to your account, please contact our Trust & Safety team at security@hellochat.com. Transferring it via Instant Transfer to an eligible card or bank account linked to your HelloChat account.

You gain access to the HelloChat wallet once you verify your account with your mobile phone number. The wallet allows you to connect you bank account, Visa or MasterCard. Top-up, withdraw or transfer funds to friends on HelloChat who have their wallet enabled.

Linking a funding method

You can link a Visa, MasterCard or a Canadian bank account to your HelloChat wallet as a funding method. Please keep your funding method information current.

Adding Money and Transferring money out of your HelloChat Wallet

If you have linked a funding method, you may add money to your wallet through a top up. Money in your HelloChat wallet may be transferred out of HelloChat by transferring it to an eligible card or bank account linked to your HelloChat account

Transferring Funds with Friends

You can transfer funds to a friend in HelloChat through a 1 to 1 transfer in a chat or the Split Bill function in the wallet. Using split bill does not allow you to make a payment to a merchant, it can only be used to request money from multiple friends on HelloChat at once.

You are responsible for any mobile charges when you use the Services including data charges for use or the Services and/or updates or upgrades of new versions of the Services. If you’re not sure what those charges may be, please ask your provider before using the Services.

We, or our affiliates and licensors as applicable, retain all ownership and intellectual property rights in and to: (1) the Services; (2) all Aggregated Statistical Information; and (3) all modifications, improvements, customizations, updates, enhancements, derivative works, translations and adaptations to the foregoing.

You may not copy, modify, create derivative works, reverse compile, reverse engineer or extract source codes from HelloChat Software, and you may not sell, distribute, redistribute or sublicense HelloChat or the HelloChat Software, except in each case to the extent that we may not prohibit you from doing so under applicable laws or regulations or you have our prior written consent to do so. Where applicable laws or regulations entitle you to reverse compile or extract source codes from HelloChat Software, you will first contact us to request the information you need.

Our policy allows copyright owners to request removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights.

If you believe that one of our users is using HelloChat to unlawfully infringe the copyright(s) in a work, and want to have the material removed, please provide the following information in writing to our Copyright Agent:

Please note that any misrepresentations in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

If you use a service, feature or product offered by a third party (including those we jointly offer with a third party), such as most Bots, HelloChat Optimized Pages, In-App Products, or payment processing services offered by a third party (all together the “Third Party Services”), that third party’s terms will govern their relationship with you. Please read and understand those terms and investigate any features that are important to you before using a Third Party Service. HelloChat is not responsible or liable for the third party terms or content on Third Party Services or actions taken under the third party’s terms. HelloChat does not necessarily conduct a detailed review of and makes no promises about the Third Party Services.

We are not responsible for and we do not endorse, support or guarantee the lawfulness, accuracy or reliability of any content submitted to, transmitted or displayed by or linked by HelloChat, including content provided by users of HelloChat or by our advertisers. You acknowledge and agree that by using HelloChat, you may be exposed to content which is inaccurate, misleading, defamatory, offensive or unlawful. Any reliance on or use of any content on or accessible from HelloChat by you is at your own risk. Your use of HelloChat does not give you any rights in or to any content you may access or obtain in connection with your use of HelloChat.

We are always improving our Services and creating new ones. We may add or remove features, products or functionality, and we may also suspend or stop the Services at any time without notice.

We can also terminate this Agreement or deactivate your HelloChat Account any group you have created or participated in at any time if we think you’ve violated these Terms or for any reason. We may also reclaim usernames if you’ve been inactive for at least 3 months or have violated these Terms, including by infringing other people’s trademarks.

We will not be liable to you for terminating this Agreement, including for termination of your HelloChat Account or deletion of your content. No matter who ends this agreement, you and HelloChat will continue to be bound by Sections 3 (Rights You Give to Us), 4 (Privacy), 5 (Safety and Respecting the Rights of Others), 8 (Ownership), 9 (Copyright), 10 (Third Party Services), 11 (Modifying the Services and Termination), 12 (Additional Terms for Specific Services),13 (Indemnity), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Choice of Law & Exclusive Venue), 17 (Resolution of Disputes), 18 (Severability), and 19 (Final Terms).

Since we have a growing number of Services, we sometimes need to describe additional terms for specific Services. Those additional terms and conditions, which are available with the relevant Services, then become part of your agreement with us if you use those Services. For additional information on how our Services work, you can visit our Help site located here.

You agree to defend, indemnify and hold harmless to HelloChat, our directors, officers, employees, affiliates, agents and suppliers (“CheckPay Group”) from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) your use of the Services; (ii) your User Content; or (iii) your violation of these Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that you are required to indemnify and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any claim falling under this section once we learn of it.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS, INCLUDING LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOLLOWING EXCLUSIONS OR LIMITATIONS IN THESE TERMS (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND CHECKPAY GROUP (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, STABILITY, ACCURACY, OR NONINFRINGEMENT. CHECKPAY GROUP (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. CHECKPAY GROUP IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONDUCT OR USER CONTENT ON ITS SERVICES.

You hereby irrevocably and unconditionally release and forever discharge CheckPay Group from any and all claims, demands, and rights of action, whether now known or unknown, that relate to any interactions with, or acts or omission of, the Services and CheckPay Group.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS, INCLUDING LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOLLOWING EXCLUSIONS OR LIMITATIONS IN THESE TERMS (INCLUDING THE FOLLOWING LIMITATIONS OF LIABILITY) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

IN NO EVENT WILL CHECKPAY GROUP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, EVEN IF CHECKPAY GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CHECKPAY GROUP’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITES AND PRODUCTS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF: (A) FIFTY CANADIAN DOLLARS ($50) OR (B) AMOUNTS YOU HAVE PAID HELLOCHAT IN THE PRIOR 12 MONTHS (IF ANY). IN NO EVENT WILL CHECKPAY GROUP’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW SOME OF THE LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR DAMAGES DESCRIBED ABOVE, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Except as prohibited by applicable law, these Terms are governed by the laws of British Columbia, Canada and the federal laws of Canada applicable therein, aside from its conflict of laws principles. Where the Terms allow claims to be resolved in Court, you agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia, Canada for the purpose of litigating all claims or disputes related to injunctions sought by us or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

(a) Mandatory Arbitration. Any dispute or claim between you and us relating to or arising out of the Services or the Terms (except for small claims court matters or the injunctive or other equitable relief mentioned in Section 16 above), will be referred to and determined exclusively through binding confidential arbitration conducted in Vancouver, British Columbia, Canada, unless you are a resident of the United States, in which case the arbitration will be held in a location within 100 miles of your residence, unless the parties agree otherwise.

The arbitration will be held on an individual basis, before a single arbitrator and in accordance with the British Columbia International Commercial Arbitration Centre’s Domestic Commercial Arbitration Rules Of Procedure. The arbitration will not be open to the public or media and all evidence discovered or submitted is confidential and may not be publicly disclosed, except as needed to enforce an arbitral award.

Any claims or disputes where the total amount of the award sought is less than Ten Thousand CAD Dollars ($10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand CAD Dollars ($10,000.00) or more, the right to a hearing will be determined by the arbitration rules. You and CheckPay Group may also take claims to small claims court in Vancouver, British Columbia, Canada if the dispute qualifies for hearing by that court. BY ENTERING INTO THIS AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT ANY CLAIMS, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT.

You and CheckPay Group also agree that: (i) you and CheckPay Group will each pay such portion of the costs of the arbitration (which consists of each party’s legal expenses, the fees and expenses of the arbitrator, and any other expenses related to the arbitration) as determined by the arbitrator; (ii) the arbitrator may, in making an award of costs, consider whether costs are prohibitive compared to litigating in a court, and may require CheckPay Group to pay a greater portion of the fees and expenses of the arbitrator, or the travel expenses of you or any witness, in which case CheckPay Group will pay as much of your arbitration costs as the arbitrator deems necessary to prevent such cost-prohibitiveness; (iii) the arbitrator will honor claims of privilege and privacy recognized at law; (iv) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (v) the arbitrator’s award will be final and non-appealable, but may be enforced in any court of competent jurisdiction.

If any part of these Terms is found to be invalid, illegal or unenforceable for any reason, then that provision will be severed from these Terms to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

All rights not granted to you are reserved by CheckPay Group and all intellectual property in the Services is owned or licensed by us.

These Terms are the final, complete and exclusive agreement between you and CheckPay Technologies Ltd. and supersede all prior agreements between us. Except where prohibited by applicable law, we reserve the right to change these Terms at any time without notice. Your continued access to and use of the Services after changes to these Terms indicates your acceptance of such changes. It is your responsibility to review these Terms regularly.

If we don’t enforce a part of these Terms, it will not be considered a waiver. You can’t transfer your rights or obligations under this agreement without our consent. The word “including” means including without limitation. We may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or bankruptcy or other operation of law, without your consent.

If we need to contact you about these Terms, you: (1) agree to receive electronic messages from us; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other messages we send to you electronically satisfy all legal requirements as if they were in writing. We agree that these Terms and all related documents are in English.

If the HelloChat is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms:

If the HelloChat is provided to you through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms:

HelloChat welcomes your comments, complaints, claims, questions and suggestions. Please send us feedback at privacy@HelloChat.com. HelloChat Technologies Ltd. is located in Canada at11300 No.5 Rd, Unit 135, Richmond, British Columbia, V7A5J7