Basis of agreement
In order to use the ChatTime Service (“Service”) and the associated Software you must agree to the terms and conditions that are set out below. Please read all the terms carefully before accepting them as they form a legal agreement between you and SmartRoam Ltd.Definitions
Please note that by using the Service and/or downloading, installing or using the associated Software supplied by SmartRoam, you expressly agree to be bound by the terms and conditions and all amendments that may be made to the terms from time to time.
As other and/or additional terms may affect the Service, (for example use of any associated software is governed by EULA for SmartRoam’s ChatTime software application for the iPhone (“Licensed Application”) or such other software applications), you must read these terms and conditions in conjunction with the EULA for the associated Software and any access terms and conditions which accompany the Service and your chosen access method.
SmartRoam reserves the right to make changes to the components of or constituent options for or relating to the Service and/or the Agreement including the terms and conditions herein. Amendments may be of different forms and for various reasons. Some of the amendments may be necessitated by regulations imposed on SmartRoam or the Service by regulators or other bodies of competent legal jurisdiction or business requirements. If new regulations are imposed on SmartRoam or the Service, SmartRoam is authorized to make changes to this Agreement that reflect the new regulations, and will post such changes on the website for the Service and may in addition send email notices to you. SmartRoam retains the right to pass on to you any new regulatory fees or taxes that may be imposed by law or regulation.
Where any amendment (other than to or related to pricing) to the Agreement are significant, SmartRoam will, where possible, endeavor to provide 30 days advance notice of the significant changes, either by posting such notice on the website for the Service, or by informing you directly via email. Your continued use of the Service for 14 days or more after notification of any amendment shall be deemed acceptance of the amendment.
All amendments to the Agreement will be published at www.chattimeapp.com/terms While SmartRoam will take commercially reasonable steps wherever possible to notify you of any amendment, via email, it is your responsibility to visit www.chattimeapp.com/terms regularly to check on the latest terms affecting the Service. Notwithstanding the foregoing, please note that changes in rates may take effect immediately and without prior notice.
You expressly confirm, represent and warrant that you are:
SmartRoam will not enter into any agreement with any person who has no legal capacity or is in any way unable to enter into this Agreement and be legally bound to perform this Agreement
What the Service DOES NOT cover
However, this will not prevent you from using your cellular telephone via your normal cellular service provider, if you need to access any of the above services, which arenot covered by the Service.
You may only access the Service using authorized Software and authorized compatible devices identified on the website for the Service at www.chattimeapp.com
It is your responsibility to check the list of devices on the website for the Service to ensure you download the correct Software for your device. SmartRoam is not liable if you have downloaded the wrong version of the Software for your device. SmartRoam reserves the right to terminate this Agreement should you use the Service with software or a device that is not identified on the website as compatible.
When you download the Software, you will be required to register using an existing email address to use the Software and an account will automatically be generated. This is our record of your payments and usage of the Software/Licensed Application.
Besides payment for the Service, you are also responsible for ensuring the security of your account details and password and for all activities conducted including any charges incurred by using your account even if this occurs without your permission.
You Agree that:
You acknowledge and agree that SmartRoam may at its discretion, contact a credit agency to check your credit rating, when you sign up for an account or the Service and you expressly authorize SmartRoam to conduct such checks as SmartRoam may deem necessary. This may result in your account being limited or not accepted at all.
At times, you may be provided with some free calls and other special offer services. No cash alternatives will be given for such deals. Such deals may, at SmartRoam’ discretion, also bear and be subject to terms and conditions which are additional to this Agreement for the Service including without limitation terms and conditions relating to reasonable or Fair Use policy. Otherwise and at all times, you will be charged SmartRoam's standard rate for the Service. The Service operates on a pre-pay basis and you will be prompted to pay these rates in advance. All sales are final. As soon as you confirm the purchase, your purchases are charged to the credit card on your Apple Account or directly to the credit card attached to your account with SmartRoam. You cannot cancel a purchase or receive a refund for a purchase.
A full list of SmartRoam’s rates for the Service is published at http://www.chattimeapp.com/Rates.html
These rates may be changed from time to time, entirely at SmartRoam's discretion, and without prior notice. SmartRoam does not provide any price protection or refunds in the event of a price drop or any special promotional offering. As such, you should check the website for the Service regularly to determine if any changes have been made or announced. The rates are also subject to the Service’s Fair Use Policy. While SmartRoam does not impose a hard time limitation on the number of minutes you may use when you purchase an unlimited use subscription plan, the rates for the Service is based on certain assumptions affecting normal usage of the Service by an average individual, as determined by SmartRoam. As such, where SmartRoam observes what in its opinion is use of the Service beyond the normal use of the Service by an average individual or if you exceed the Fair Use levels, SmartRoam may at its discretion take any or all of the following steps (and not necessarily in the order set out):
Please also note that SmartRoam has no obligation to refund any payments made in advance for the use of the Service as set out in these terms.
For more details please see the Service Fair Use Policy associated with your rate/tariff and Refund Policy.
The Service may make use of third party networks, (including 3G, cellular, commercial hotspots). SmartRoam is not liable for these or any other costs you may incur by using third party services.
In order to use the SmartRoam payment services for the Service, you must have an account with SmartRoam for the Service and a validated email address and cellular telephone number. This means that you will have the necessary equipment to receive electronic notifications.
By using SmartRoam's payment services online you consent to:
You should keep these emails in a safe place as a record of your transactions.
You acknowledge and agree that SmartRoam may use a third party to process your payments and perform fraud checks.
If you suspect that there has been any fraudulent or unauthorized use of your account or of any suspected compromise of your password or your user account details, you must immediately notify SmartRoam in writing by sending an email to [email protected] In such instances, SmartRoam has the right (but not the obligation) to reset your password and disable your account until you request SmartRoam in writing to enable the account or you confirm that the matter has been resolved.
Notwithstanding anything, you understand that while SmartRoam will take commercially reasonable steps to assist in mitigating any further fraud, SmartRoam is not liable for any monetary loss or damages that may result from or arising in connection with any /or unauthorized use of your account and/or the loss or theft of your password and/or any compromise of your account or device.
By downloading or using the ChatTime software (“Licensed Application”),you agree to the terms of the EULA applicable to the Licensed Application and for the Licensed Application to establish an internet connection when required.
As mentioned earlier, the EULA for Licensed Application is additional to Service general terms and conditions set out herein and in combination constitute the legal agreement between you the end user (“you”), and SmartRoam. You acknowledge and understand that Apple is not a party to this EULA for Licensed Application and that SmartRoam is solely responsible for this Licensed Application. If you do not agree to these terms, then please DO NOT use or install the Licensed Application.
This Licensed Application is intended solely for use with the Service and for no other purpose. When activated, the Licensed Application will allow telephone calls to be made from your cellular device over existing networks which will in turn transmit voice data in an unencrypted form ie unsecured form.
The Service is an add-on service to the cellular service you currently subscribe to and receive. You will still have to pay your normal cellular telephone service charges. SmartRoam is not liable for any rates or charges due to your cellular telephone service provider.
SmartRoam may compile and release information regarding you and your use of the Service on an anonymous basis as part of a customer profile or similar report or analysis or for purposes of improvements. SmartRoam may from time to time send you information about other SmartRoam products and services.
If you do not want to receive information about SmartRoam products and services you must notify SmartRoam in writing by sending an email from the email account you registered with SmartRoam to [email protected] with the subject heading UNSUBSCRIBE.
Monthly subscription accounts may be terminated at any time by sending an email notice from your account to SmartRoam. However, in order for the termination to take effect and for the account to terminate at the end of the then current Subscription Month, your email termination notice must be received by SmartRoam not less than 5 days from the end of the then current Subscription Month, failing which the subscription account will only terminate effective at the end of the following Subscription Month.
Pay-as-you-go (“PAYG”) accounts cannot be terminated by notice. The PAYG account will remain active until either (a) all credit balance in the account has been fully utilised or (b) 4 months from the date of the last call placed using ChatTime or (c) 4 months from the last date of additional credits added to your account whichever date is the latest.
SmartRoam may limit, suspend or terminate the Service and this Agreement if SmartRoam believes that you are in breach of the Agreement or any part thereof (including without limitation any EULA), or engaging in illegal activities. SmartRoam will provide notice of such termination or suspension to you via the email address you have provided and/or by immediately preventing you from accessing the Account and the Service
If SmartRoam reasonably believes the information supplied to SmartRoam has been given without the knowledge of the person named or it is unauthorized or contains false particulars, SmartRoam may delay, suspend or terminate the Service to you.
Under all circumstances where Service is suspended or terminated, you will have no claim against SmartRoam. SmartRoam invites you to contact [email protected] to clarify the matter as soon as possible.
Other than as required by law or as expressly provided in this Agreement, SmartRoam WILL NOT refund any amounts paid.
Where SmartRoam provides you with free calls or other special or promotional offer services, no cash alternative will be given. As earlier mentioned, such deals may at SmartRoam’s discretion bear terms and conditions which are additional to this Agreement for the Service.
For the benefit of PAYG accounts only, when on occasion a technical problem causes an unreasonable delay of the Service or prevents the delivery of the Service within a reasonable time (“Delayed Service”), SmartRoam may at its discretion, consider providing a refund of the price charged for the Delayed Service. Such refund may, at SmartRoam’s discretion, take the form of a reversal of the price charged for the Delayed Service. Such refund for the price charged for the Delayed Service, will be your exclusive and sole remedy with respect to the Delayed Service. Please contact SmartRoam Customer Service for assistance in such cases [email protected] Otherwise and except as required by law, no refunds are available for PAYG accounts, and the PAYG account will remain active until either (a) all credit balance has been fully used or (b) until the expiration of 4 months from the date of last purchase of that credit balance, whichever date is the earlier.
SmartRoam does not provide any (whether full or partial) refunds for subscription accounts save as required by law.
You may not assign your rights under this Agreement unless expressly agreed to in writing by SmartRoam.
SmartRoam may assign SmartRoam's rights under this Agreement to any company that controls SmartRoam or that SmartRoam controls or to an affiliated company.
All intellectual property rights in the Service and Software (including without limitation, the Licensed Application) are the property of SmartRoam Ltd and/or its suppliers. The supply of the Software and Service does not imply any transfer of intellectual property rights but only a limited right to use the Service and associated Software in accordance with the Agreement as may be amended from time to time. All rights and interest not specifically and expressly granted herein are reserved.
If any part of the Software and/or Service are supplied as a trial, you agree that SmartRoam can log your feedback on the quality of the product and service, and incorporate it to make improvements to the product or service, where appropriate. All such improvements are the sole ownership of SmartRoam. You agree that SmartRoam may hold personal information about you for the purpose of the trial.
While SmartRoam will endeavor to provide the Service with minimum disruptions, SmartRoam cannot guarantee a fault free Service or that it will function without any disruptions. The Service is dependent on third party services and changes due to technological changes may need to be effected. Accordingly, SmartRoam reserves the right to suspend or withdraw the Service for technical, operational or other reasons.
You understand and agree that the Service is provided on an “as is” basis, and your use of the Service is at your own risk. SmartRoam does not make, and to the maximum extent allowed by law hereby disclaims, any and all warranties of any kind, whether express or implied or statutory, including, but not limited to, any warranty of fitness for a particular purpose, merchantability, title or non-infringement, or any warranty arising from any course of dealing, usage or trade practice. SmartRoam does not warrant that the Service will be uninterrupted, error-free, or completely secure.
Exclusions of certain damages. To the maximum extent allowed by law, under no circumstances (whether contract, tort (including negligence), strict liability or any other theory whatsoever), shall SmartRoam be liable for (a) any damages you may suffer from or in connection with your use of, or inability to use, SmartRoam's network or equipment, or the Service, including the inability to make "999", "911" or other emergency service calls; (b) damages resulting from loss or theft of data, transmission delays or failures, service interruptions, unauthorized access or damage to records or software programs or other information or property, loss of profits, cost of cover; or (c) any special, incidental, consequential, direct, indirect or punitive damages, however caused. This limitation will apply even if SmartRoam has been advised of, or is aware of, the possibility of such damages.
Because some territories or other jurisdictions do not allow the exclusion of certain warranties or certain forms of liability, some or all of the exclusions set forth in this agreement may not apply. If any of such exclusions are not allowed under the laws of a particular state or other jurisdiction for any reason, then SmartRoam's maximum total liability under this Agreement for any and all type of damages in connection with the Service other than as may be required by applicable law in cases involving personal injury or death) whether with respect to SmartRoam's network, equipment, Services or otherwise shall be limited to the amount you paid to SmartRoam for the Services over the six (6) month period prior to the occurrence of the event giving rise to such liability, subject to a maximum amount of United States Dollar Ten (US$5). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SMARTROAM AND ITS AFFILIATES AND OFFICERS AND EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, PROCEEDINGS, CLAIMS AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED OR SUFFERED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR VIOLATION OF THIS AGREEMENT, ANY APPLICABLE LAW OR REGULATION, OR THE RIGHTS OF ANY THIRD PARTIES RELATED TO THE USE OF THE SERVICE AND /OR LICENSED APPLICATION.
These terms and conditions, the associated EULA and additional terms and conditions as identified on the SmartRoam website constitute the entire Agreement between you and SmartRoam. Should any terms of the Agreement be declared void or unenforceable by any arbitrator, regulator or court of competent jurisdiction, such terms will be amended to achieve as nearly as possible the same economic effect as the original Agreement, and the remainder of the Agreement will remain in full force and effect.
SmartRoam will not be liable for any failure to perform under this Agreement caused, directly or indirectly, by factors beyond its reasonable control, including any acts of God, earthquake, flood, embargo, riot, war, sabotage, terrorist attack, labor shortage or dispute, governmental act or failure of any third-party service or network.
This Agreement is governed by the laws of Hong Kong, excluding its conflict of laws principles.
Any references in the Agreement to any forms, documents or instruments shall be deemed to refer to the same in both paper and electronic form.
SmartRoam may have translated the original English language version of this Agreement into other languages. If there is any inconsistency or discrepancy between the English language version and any other language version of this Agreement, the English language version shall prevail.
The ChatTime software (referred to as “Licensed Application”) which is associated with SmartRoam Pte Ltd’s (SmartRoam”) service known as “ChatTime” (“Service”) is licensed, not sold, to you for use only under the terms of this license. SmartRoam reserves all rights not expressly and explicitly granted to you, under this EULA.
Subject to the terms of this EULA, SmartRoam grants you a limited, non-exclusive, personal, non-sub-licensable, non-transferable license to install and use one copy of the Licensed Application on only one iPhone OS Product (“Device”) which you own or control in accordance with the Usage Rules set forth in the App Store Terms of Service (or as expressly outlined by SmartRoam from time to time). "Use" means loaded in temporary memory or permanent storage on the Device. You must only use the Licensed Application for its intended purpose as published by SmartRoam. You may not use the Licensed Application in any way that could damage Apple, SmartRoam, the Service or any other services. In particular, you may not use the Licensed Application to create and/or distribute unlawful, obscene, malicious or scandalous works.
This license gives you only a limited license to use the Licensed Application. SmartRoam retains all right, title and interest, including all copyright and intellectual property rights, in and to, the Licensed Application and all copies thereof. You may not rent, resell or distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application.
You must not use the Licensed Application to modify or develop derivatives of the Licensed Application or other technology having the same or similar primary function as the Licensed Application, including but not limited to using the Licensed Application in any development or test procedure that seeks to develop similar software or other technology, or to determine if such software or other technology performs in a similar manner as the Licensed Application. You are not allowed to remove, alter or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Licensed Application. This Licensed Application is protected by copyright laws and the author and/or owner or authorized licensor is SmartRoam Pte Ltd.
You will not undertake, cause, permit or authorize the modification, creation of derivative works (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application), translation, reverse engineering, decompiling, disassembling or hacking of the Licensed Application. You shall not attempt to derive the source code of the Licensed Application. Any attempt to do so is a violation of SmartRoam’s or its supplier’s rights. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by SmartRoam that replace and/or supplement the original Licensed Application unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. You and SmartRoam acknowledge that In the case of third party claim that the Licensed Application infringes the third party's intellectual property rights, SmartRoam and not Apple will be solely responsible for the investigation, defense and settlement of such claim.
You expressly acknowledge and agree that use of the Licensed Application is at your own risk and that save as otherwise expressly provided herein, the Licensed Application is provided "as is" without any warranties or conditions. SmartRoam expressly disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including but not limited to warranties related to non-infringement, lack of viruses, accuracy or completeness of response or results, or implied warranties of merchantability and fitness for a particular purpose. In the case of this Licensed Application failing to conform to any applicable warranty, you may notify Apple and Apple may refund the purchase price of the Licensed Application provided the notice is provided within the specified time period not to exceed 90 days from date of download of Licensed Application and subject to other applicable terms as may be specified by Apple. Apple will have no other warranty obligation with respect to the Licensed Application, to the maximum extent permitted under law.
This Licensed Application is not intended for use with the emergency services. You acknowledge to SmartRoam and each of SmartRoam's present and future directors, officers, shareholders, employees, agents, subsidiaries and affiliates and their respective heirs, successors and assigns that you fully understand that it is not possible to call a 911 or similar emergency operator or to summon 911 or other emergency services while using the Service. You hereby indemnify and hold SmartRoam and each of SmartRoam's present and future directors, officers, shareholders, employees, agents, subsidiaries and affiliates and their respective heirs, successors and assigns harmless from any and all judgments, injuries, penalties, damages, losses, obligations, liabilities, claims, actions, causes of action, encumbrances, costs, expenses (including, without limitation, reasonable attorneys' fees and expert witness fees) suffered, sustained, incurred or required to be paid by SmartRoam or any such other person or entity, arising out of or in connection with any personal injury or death, or injury to property, resulting from your inability to call emergency operators while using the SmartRoam Service or your failure to make other arrangement to call emergency service.
Apple has no obligation to furnish any maintenance or support services with respect to the Licensed Application. You acknowledge that Apple is not responsible for addressing any claims or complaints made by you relating to the Licensed Applications, your possession or use of the same including but not limited to product liability, claims regarding applicable legal and regulatory requirement, or consumer protection legislation. If you have any complaints, claims or enquiries pertaining to the Licensed Application, please contact SmartRoam at :
|Address:||Rm.1007-1012, K.Wah Centre, 191 Java Rd, North Point, Hong Kong SAR|
To the maximum extent allowed by law, in no event shall SmartRoam or its suppliers be liable for any indirect, incidental, special or consequential damages or loss or for any loss or costs whatsoever experienced by you or any third party (including but not limited to damages for loss of business profits, business interruption, loss of business information, personal injury loss of privacy or other pecuniary or other loss whatsoever) arising out of use, misuse or inability to use the Licensed Application. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you to the extent not allowed by law. If any of such exclusions are not allowed under the laws of a particular state or other jurisdiction for any reason, in no event shall SmartRoam’s maximum total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury or death) exceed the the amount you paid to SmartRoam for the Service over the six (6) month period prior to the occurrence of the event giving rise to such liability, subject to a maximum amount of United States Dollars Ten (US$5). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
You must comply with applicable third party terms of agreement when using the Licensed Application, for example, since the Licensed Application is a VoIP application, you must not be in violation of your wireless data service agreement when using Licensed Application.
You shall be liable and indemnify SmartRoam for all costs and losses incurred by SmartRoam as a result of your breach of this EULA, or any applicable law or regulation, any violation of third party rights, fraud, any use or misuse of the Licensed Application, or any communications spread by means of the Licensed Application.
You and SmartRoam acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this EULA, and that, upon your acceptance of the these terms and conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary thereof.
You represent and warrant that you are not located in a country that is subject to a US Government embargo, or that has been designated by the US government as a terrorist supporting country and are not listed on any US Government list of prohibited or restricted parties.
You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the country in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also agree that you will not use the Licensed Application for any purposes prohibited by laws of Singapore, the United States of America, your home country and/or country where you downloaded the Licensed Application, including, without limitation, the laws related to development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
The Licensed Application and related documentation are "Commercial Items", as that term is defined in "Commercial Computer Software" and "Commercial Computer Software Documentation", and such other related regulations as applicable. Consistent with the Commercial Computer Software and Commercial Computer Software Documentation and other related regulation as applicable, if you are a US Government end user, the Licensed Application is being licensed (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. All rights are reserved under the copyright laws including that of the United States.
The license is effective until terminated by you or SmartRoam. Your rights under this license will terminate automatically without notice from SmartRoam if you fail to comply with any of the terms of this license or the Service or upon the termination of the Service. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
This EULA is governed by the laws of Hong Kong excluding its conflict of laws principle. If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, the remainder of the terms included herein will continue in full force and effect.