ChatDuo Terms-of-Use Agreement

Acceptance of the Agreement

This terms-of-use agreement is entered into between you and Social Media Ventures LLC, a Wyoming limited liability company (“Company,” “we,” or “us”) with a registered address at 30 N Gould St Ste 11594, Sheridan, WY 82801. The following terms, together with any documents they expressly incorporate by reference (collectively, this “agreement”), govern your access to and use of the interactive chat and camera streaming service through the Company’s website located at ChatDuo.com (the “Website”) and the Company’s mobile application (collectively, “ChatDuo”), including any content, functionality, and services offered on or through ChatDuo (the “Services”), whether as a guest or a registered user.

Please read this agreement carefully before you start to use ChatDuo. By downloading the mobile application, accessing using the Website, making any use of the Service, or clicking to accept or agree to this agreement when this option is made available to you, you agree to be bound and abide by this agreement and our Acceptable Use Policy (“AUP”). If you do not want to agree to this agreement or the AUP, you must not access or use ChatDuo.

ChatDuo is offered and available to users who are 18-years old or older. By using ChatDuo, you state that you are of legal age to form a binding contract with the Company and meet all the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use ChatDuo.

Changes to the Agreement

We may revise and update this agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of ChatDuo afterwards. However, any changes to the dispute resolution provisions stated in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on ChatDuo.

Your continued use of ChatDuo after the posting of the revised agreement means that you agree to the changes. You are expected to check this webpage frequently so you are aware of any changes, as they are binding on you.

Accessing ChatDuo and Account Security

We may withdraw or amend ChatDuo, and any service or material we provide on ChatDuo, in our sole discretion without notice. We will not be liable if for any reason any part of ChatDuo is unavailable at any time or for any period. From time to time, we may restrict access to all or part of ChatDuo to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to ChatDuo.

• Ensuring that all persons who access ChatDuo through your Internet connection are aware of this agreement and comply with it.

To access ChatDuo or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of ChatDuo that all the information you provide to us is complete. You acknowledge that all information you provide to register with ChatDuo or otherwise, including through the use of any interactive features on ChatDuo, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat that information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and will not provide any other person with access to ChatDuo or portions of it using your username, password, or other security information. You will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also will ensure that you log out of your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this agreement.

Intellectual-Property Rights

ChatDuo and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by the Company, its licensors, or other providers of that material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

This agreement permits you to use ChatDuo for your personal, noncommercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on ChatDuo, except as follows:

• Your computer may temporarily store copies of those materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.

• You may print or download one copy of a reasonable number of pages of the Website for your own personal, noncommercial use and not for further reproduction, publication, or distribution.

• You may download a single copy of the ChatDuo mobile application to your mobile device solely for your own personal, noncommercial use, on condition that you agree to be bound by our end user license agreement for those applications.

• If we provide social media features with certain content, you may take those actions as are enabled by those features.

You must not:

• Modify copies of any materials from ChatDuo.

• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from ChatDuo.

You must not access or use for any commercial purposes any part of ChatDuo or any services or materials available through ChatDuo.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of ChatDuo in breach of this agreement, your right to use ChatDuo will end immediately and you must, at our option, return or destroy any copies of the materials you have made. No interest in or to ChatDuo or any content on ChatDuo is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of ChatDuo not expressly permitted by this agreement is a breach of this agreement and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the term CHATDUO, the Company logo, and all related names, logos, product and service names, designs, and slogans are service marks and trademarks of the Company or its affiliates or licensors. You must not use those marks without the Company’s written permission. All other names, logos, product and service names, designs, and slogans on ChatDuo are the service marks and trademarks of their respective owners.

Prohibited Uses

You may use ChatDuo only for lawful purposes and in accordance with this agreement. You must not use ChatDuo:

• In any way that violates any applicable federal, state, national, local, or international law or regulation (including any laws regarding the export of data or software to and from the US or other countries).

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards stated in this agreement or the AUP.

• To transmit, or procure the sending of, any advertising or promotional material without our written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including by using email addresses or usernames associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of ChatDuo, or which, as determined by us, may harm the Company or users of ChatDuo or expose them to liability.

Additionally, you must not:

• Use ChatDuo in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of ChatDuo, including their ability to engage in real time activities through ChatDuo.

• Use any robot, spider, or other automatic device, process, or means to access ChatDuo for any purpose, including monitoring or copying any of the material on ChatDuo.

• Use any manual process to monitor or copy any of the material on ChatDuo or for any other unauthorized purpose without our prior written consent.

• Use any device, software, or routine that interferes with the proper working of ChatDuo.

• Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of ChatDuo, the server on which ChatDuo is stored, or any server, computer, or database connected to ChatDuo.

• Attack ChatDuo via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise try to interfere with the proper working of ChatDuo.

User Contributions

ChatDuo contains chat and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (“post”) content or materials (collectively, “User Contributions”) on or through ChatDuo.

All User Contributions must comply with the Content Standards stated in this agreement and in the AUP.

Any User Contribution you post to ChatDuo will be considered nonconfidential and nonproprietary. By providing any User Contribution on ChatDuo, you hereby grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any User Contribution for any purpose unless otherwise provided in our Privacy Policy.

You state that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

• All your User Contributions do and will comply with this agreement.

You acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for that content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other ChatDuo user.

Monitoring and Enforcement; Termination

We may:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

• Take any action with respect to any User Contribution that we consider necessary or appropriate in our sole discretion, including if we believe that that User Contribution violates this agreement, including the Content Standards, violates the AUP, infringes any intellectual-property right or other right of any person or entity, threatens the personal safety of users of ChatDuo or the public, or could create liability for the Company.

• Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of ChatDuo.

• Terminate or suspend your access to all or part of ChatDuo for any or no reason, including any violation of this agreement or the AUP.

We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through ChatDuo. You waive and hold harmless the Company and its affiliates, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by either those parties or law enforcement authorities.

However, we do not undertake to review material before it is posted on ChatDuo and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards and those stated in the AUP apply to all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, national, local, and international laws and regulations. User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this agreement and our Privacy Policy.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act.

• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the Company’s policy to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through ChatDuo is made available solely for general information purposes. We are not making any warranty about the accuracy, completeness, or usefulness of this information. Any reliance you place on that information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on those materials by you or any other visitor to ChatDuo, or by anyone who may be informed of any of its contents.

ChatDuo includes content provided by third parties, including materials provided by other users and third-party licensors, syndicators, aggregators, or reporting services. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the Company’s opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to ChatDuo

We may update the content on ChatDuo from time to time, but its content is not necessarily complete or up to date. Any of the material on ChatDuo may be out of date at any given time, and we are not required to update that material.

Information About You and Your Visits to ChatDuo

All information we collect on ChatDuo is subject to our Privacy Policy. By using ChatDuo, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases

Recurring Billing. By starting your VIP membership and providing or designating a payment method, you authorize our authorized payment processor to charge you the VIP membership fee at the rate in effect when you originally signed up, and any other charges you may incur in connection with your use of ChatDuo, such as taxes or possible transaction fees. Your VIP membership will continue for the length of the initial term you select, and, at the end of your prepaid initial term, it will automatically renew for additional prepaid periods of the same length. You must cancel your VIP membership before it renews to avoid billing of the next term’s membership fees to your payment method. Your account will automatically be charged at the rates in effect at the time you originally signed up.

Price Changes. We may adjust pricing for our service or any components of it in any manner and at any time as we may determine in our sole discretion.

Billing Cycle. The VIP membership fee for our service will be billed at the beginning of the paying part of your membership and each billing cycle afterwards, as indicated on the payment page at the time of initial purchase, until you cancel your membership.

Billing Disputes. If you believe we have charged you in error, you must notify us or our authorized payment processor in writing no later than 30 days after you receive the billing statement in which the error first appeared. If you fail to notify within this 30-day deadline, you waive any disputed charges. You must submit any billing disputes in writing using the contact form or by contacting our authorized payment processor directly at https://cs.segpay.com/. Please include a detailed statement describing the nature and amount of the disputed charges. We will correct any mistakes in a bill and add or credit them against your future payments.

No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods, except that we may approve a refund in the form of a credit on request if exceptional circumstances exist. If you believe exceptional circumstances exist, please contact us and explain the circumstances that you believe merits a refund. We are not making any promise that we will give you a refund. If we give you a refund, we will issue the refund in the form of free services or a credit to the payment method you used for your purchase; we will not make refunds in the form of cash or check. The provision of a refund in one instance does not entitle you to a refund in the future for similar instances; nor does it obligate us to provide refunds in the future, under any circumstance.

Cancellation. You may cancel your VIP membership at any time, and you will continue to have access to the VIP membership benefits through the end of your billing cycle. To cancel your VIP membership, click on “my account” and then click “cancel membership.” If you need assistance cancelling your membership, please contact our billing support department.

Linking to ChatDuo and Social Media Features

You may link to our homepage, on condition that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in a way that suggests any form of association, approval, or endorsement on our part without our express written consent.

ChatDuo may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on ChatDuo.

• Send emails or other communications with certain content, or links to certain content, on ChatDuo.

• Cause limited portions of content on ChatDuo to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms we provide with respect to those features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.

• Cause the Website or parts of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other site.

• Link to any part of the Website other than the homepage.

• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other part of this agreement.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards stated in this agreement and the AUP.

You will cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable any social media features and any links at any time without notice in our discretion.

Links from ChatDuo

If ChatDuo contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to ChatDuo, you do so entirely at your own risk and subject to the terms of use for those websites.

Geographical Limitations

The owner of ChatDuo is based in the United States. We make no claims that ChatDuo or any of its content is accessible or appropriate outside of the United States. Access to ChatDuo may not be legal by certain persons or in certain countries. If you access ChatDuo from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Warranty Disclaimers

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or ChatDuo will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to ChatDuo for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of ChatDuo or any services or items obtained through ChatDuo or to your downloading of any material posted on it, or on any website linked to it.

Your use of ChatDuo, its content, and any services or items obtained through ChatDuo is at your own risk. ChatDuo, its content, and any services or items obtained through ChatDuo are provided “as is” and “as available,” without any warranties of any kind, either express or implied. Neither the Company nor any person associated with the Company is making any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of ChatDuo. Neither the Company nor anyone associated with the Company represents or warrants that ChatDuo, its content, or any services or items obtained through ChatDuo will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that ChatDuo or the server that makes it available are free of viruses or other harmful components, or that ChatDuo or any services or items obtained through ChatDuo will otherwise meet your needs or expectations.

The Company disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including any warranties of merchantability, noninfringement, and fitness for particular purpose.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Limitation on Liability

In no event will the Company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, ChatDuo, any content on ChatDuo, or any services or items obtained through ChatDuo, including any direct, indirect, special, incidental, consequential, or punitive damages, including personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

To the fullest extent provided by law, in no event will the collective liability of the Company and its subsidiaries and affiliates, and their licensors, service providers, employees, agents, officers, and directors, to any party (regardless of the form of action, whether in contract, tort, or otherwise) exceed the greater of $250 or the amount you have paid to the Company for the applicable service in the last three months out of which liability arose.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchased through the site.

Indemnification

You will defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this agreement or the AUP or your use of ChatDuo, including your User Contributions, any use of ChatDuo’s content, services, and products other than as expressly authorized in this agreement or the AUP or your use of any information obtained from ChatDuo.

Governing Law and Jurisdiction

Wyoming law governs all matters relating to ChatDuo and this agreement and any dispute or claim arising from or related to it (in each case, including non-contractual disputes or claims) without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, this agreement or ChatDuo not subject to arbitration will be instituted exclusively in the federal courts of the United States or the courts of the state of Wyoming in each case located in the city of Sheridan and county of Sheridan, although we may bring any suit, action, or proceeding against you for breach of this agreement in your country of residence or any other relevant country. You waive all objections to the exercise of jurisdiction over you by those courts and to venue in those courts.

Arbitration—Please Read the Following Clause Carefully—It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

At the Company’s sole discretion, it may require you to submit any dispute arising from or relating to this agreement, the AUP, or the use of ChatDuo to final and binding arbitration with Arbitration Resolution Services, Inc. (ARS). The parties will abide by all rules of ARS as found in their website at www.arbresolutions.com. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. The arbitration will be conducted in the English language. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses. If a party fails to pay any award, the award may be converted to judgment in a court of competent jurisdiction. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.

Class Action Waiver

All claims arising out of or relating to this agreement, the AUP, or the Services must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise in writing, the arbitrator must not consolidate more than one person’s claims.

Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to this agreement, the AUP, or the Services must be commenced within one year after the cause of action accrues, otherwise, that cause of action or claim is permanently barred.

Waiver and Severability

No waiver by the Company of any term stated in this agreement will be deemed a further or continuing waiver of that term or a waiver of any other term, and any failure of the Company to assert a right or provision under this agreement will not constitute a waiver of that right or provision.

If any provision of this agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision will be eliminated or limited to the minimum extent so that the remaining provisions of this agreement will continue in full effect.

California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

Entire Agreement

This agreement and the AUP constitute the entire agreement between you and the Company regarding ChatDuo and the Services and supersedes all earlier and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding ChatDuo and the Services. Additional terms may also apply to specific portions, services, or features of ChatDuo. All those additional terms are incorporated by this reference into this agreement.

Feedback

We encourage you to give feedback about ChatDuo. But we will not treat as confidential any suggestion or idea you give, and nothing in this agreement will restrict our right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.

Your Comments and Concerns

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means stated in it.

All other feedback, comments, requests for technical support, and other communications relating to ChatDuo should be directed to: [email protected].