The following describes Jelly Chat’s (“Jelly”) terms and conditions (“Terms”) for using our Jelly Chat application (“Application”), accessing our website, www.jelly.co (“Site”, “Website”), Software, and other related mobile and desktop services (collectively “Service(s)”)

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Terms of Use: By accessing any of the Services as a user (“User”, “you”, “your”), you agree to provide accurate information, use Jelly’s Services in an ethical, responsible, and lawful manner, you are responsible for your password and user ID, and will keep track of who is using your account. Further, by using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and any modifications that may be made to the Terms from time to time, and agree to allow advertisements to be displayed while you are using the Services. If you do not agree to these Terms, you should not use the Services. These Terms constitute a binding legal agreement between you the User and Jelly (including “we”, “our”, “us”).

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Amendments: Jelly reserves the right to modify these Terms at any time and in any manner at our sole discretion, including the right to charge for our Services. Notice of any modification of these Terms will be clearly posted for all users to access on the site. Any amendments will be effective upon the posting of such notice. Your continued use of the Services constitutes your binding acceptance of such modifications. Please check this section of the website before using Services to determine whether a change has been made to these Terms. If you do not agree to any changes in the Terms as they may occur, please arrange to terminate your registration and discontinue your use of Services. You agree that we are not liable to you or to any third party for any modification of the Terms.

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Registration: By registering for our Services or maintaining an account, you agree that you are at least 16 years old. You agree to provide true, accurate, current, and complete information about yourself as prompted by any registration form required for our Services (“Registration Data”), and you agree to maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information or we have any reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your account and your ability to access our Services. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You are solely responsible for any activity related to your account. If you suspect any unauthorized use of your account, notify Jelly immediately. You acknowledge and agree that we may maintain User information and may also disclose User information if required to do so by law or if we believe in good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal processes; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Jelly, its Users, or the general public.

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Subscription: User may become a registered User for Jelly Services at no cost. As a registered User, you will have the ability to participate in select but not all Service features and functionality. Jelly reserves the right to, in the future, to charge for access of additional features and functionality requiring User to become a paid premium subscriber for our Services. In the event that premium subscriptions are offered to Users (“Premium Subscription”), a description of the current Premium Subscription and associated fees will be made available to you on the Website and Application. Jelly reserves the right to adjust the monthly fees or terms of our Premium Subscriptions at any time for any reason with notice. Fees will be charged in accordance with your subscription terms, and as a Premium User, you are bound by the  Terms. 

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Content: The Services may allow you and other third parties to post data, text, code, help, opinions, advice, statements, reviews, comments, photographs, and other materials and information that will be accessible by visitors to and members of the Site (“Public Content”). The Site and Services may also allow you to post data, text, code, help, opinions, advice, statements, reviews, comments, photographs, and other materials and information that will be accessible only to you and other members specifically designated by you (“Private Content”); (Public Content and Private Content collectively, “User Content”). All User Content, whether publicly posted on or privately transmitted via the Services, is the sole responsibility of the person from whom the User Content originated and not of Jelly, or its shareholders, directors, officers, or employees. Jelly may review and delete any User Content, in whole or in part, that in the sole judgment of Jelly violates these Terms or that might be offensive, illegal, or that might violate the rights of or harm any third parties. Nonetheless, under no circumstances will Jelly or its shareholders, directors, officers, or employees be held liable for any loss or damage caused by your reliance on User Content obtained through our Services. It is your responsibility to evaluate the User Content available through the Services. Although User Content will not be pre-screened or reviewed, we reserve the right to refuse or delete any User Content.

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Grant of Rights: Except as provided in our Privacy Policy, Jelly will not disclose your Private Content to third parties without your express written permission, unless we are required by law to disclose your information. If you use our Services to send, email or otherwise transmit any of your User Content to a third party, you grant Jelly a royalty-free, world-wide, transferable license to use and reuse your User Content (or any portions or derivative works thereof) for such purpose. Jelly reserves the right to display advertisements in connection with your User Content and to use your Public Content for advertising and promotional purposes. For more information on User Content, please review our Privacy Policy. You are responsible for your own User Content on the Jelly Site and the consequences of posting or publishing it. 

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By uploading User Content to the Jelly Site, you the User hereby represent and warrant that: You own all right, title and interest (including all intellectual property rights) in your User Content (including, without limitation, all rights to the audio, video, or digital recording, and the performance contained in your User Content) or, alternatively, you have acquired all necessary rights in your User Content to enable you to grant the rights in your User Content described herein. Further you have already paid, and you will be solely responsible for paying all royalties, fees, and any other monies owing any person by reason of any User Content posted by you to or through the Site. You are the individual pictured and/or heard in your User Content, or, alternatively, you have obtained permission from any and all individuals (including consent from parents or guardians for any individual under the age of eighteen (18)) who appear and/or are heard in your User Content to grant the rights described herein. User shall make such permissions available to Jelly and its Partners upon request. 

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Your User Content does not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party. You agree to keep all records necessary to establish that your User Content does not violate any of the foregoing representations and warranties and to make such records available upon the request of Jelly. You acknowledge that your consideration for the rights you grant under these Terms in and to your User Content is, among other things, the tools and functionality provided for your use of our Services and the possibility of Jelly or its Partners (or any of them individually) review or use of your User Content. You will not receive any further compensation of any kind for your User Content and you will not receive credit on or in association with the User Content. Your Public Content will not be acknowledged, returned or held “in confidence” by Jelly or its Partners. We reserve the right in their respective sole discretion to remove or not post any User Content, for any reason. We and our Partners have no obligation to inform you of any decision to remove or not post such materials.

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User Rights: Jelly may and will make efforts to, but have no obligation to, remove User Content and accounts containing User Content that we determine in our sole discretion to be unlawful, offensive, abusive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or other rights, or these Terms. While we prohibit offensive and unlawful conduct and content by User of our Services, you understand and agree that Jelly is responsible or liable for the User Content posted using our Services. You may be exposed to such materials and agree to use Jelly’s Services at your own risk. Jelly reserves the right to discontinue any aspect of Jelly’s Services at any time, including discontinuing any linked or embedded User Content either generally or in specific cases.

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Intellectual Property: Jelly is a registered trademark of Cheerful Labs LLC (“CLL”), in the United States of America (“USA”). Jelly logo are trademarks of CLL, in the USA. All graphics, logos, page headers, button icons, scripts and service names are trademarks or trade dress of CLL. Any trademarks not owned by CLL that appear on our Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by CLL. All content and compilation thereof on our Services, including, but not limited to, text, graphics, logos, designs, photographs, button icons, images, data compilations, and the Software, is the property of CLL, its licensors, or its product suppliers, and is protected by USA copyright laws. No material, including, but not limited to, the material listed above, should be reproduced or used without our express written permission.

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Licenses: Subject to the terms of this Agreement, we grant to you a limited, personal, non-exclusive, non-transferable license to install and use one copy of the Application Software on an unlimited number of personal devices solely to use the Services to the extent you have the right to access the Services. Your right to access the Services will be limited by the terms of this Agreement. Except for this license granted to you, we retain all right, title, and interest in and to Jelly’s Services, including all related intellectual property rights. The Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Software; (b) rent, lease, or sublicense the Software; nor (c) circumvent or disable any security or technological features or measures in the Software. When you post Public Content, you hereby grant (or warrant that the owner of the Content grants) us a royalty-free, perpetual, irrevocable, fully sublicensable, worldwide, non-exclusive right to use, reproduce, modify, translate, adapt, publish, create derivative works of, transmit, distribute, perform, display, delete (in whole or in part), and incorporate the Public Content for any purpose and without acknowledgement to you. By posting or providing Public Content, you represent and warrant that public posting and use of your Public Content by us will not infringe on or violate the rights of any third party.

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Usage Guidelines and Restrictions: The Services are for the personal use of User. You agree not to use the Services to upload, post, or transmit any Public Content that contains personally identifying information (such as actual names, phone numbers, mailing addresses, email addresses, and URLs), or any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, or content that infringes on any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of any party, or upload, post, send email to, or otherwise transmit any unsolicited or unauthorized advertising, or upload, post, send email to, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or interfere with or disrupt the Services, Site, or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site. User must not engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.

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Termination: These Terms will remain in full force and effect while you use the Services unless otherwise terminated. You may terminate your membership at any time, for any reason. You agree that Jelly, in its sole discretion, may terminate your password, account (or any part thereof), and use of the Site, the Software, and the Services, and remove and discard any Content within the Site, for any reason, including, without limitation, for lack of use or if Jelly believes that you have violated or acted inconsistently with our Terms, including failing to deliver payment for any Premium Subscriptions purchased by you within the required time. Jelly may also in its sole discretion and at any time modify or discontinue providing the Site or the Services, or any part thereof, with or without notice. You agree that any modification or termination of your access to the Site, the Services, or the Software may be effected without prior notice, and you acknowledge and agree that Jelly may immediately deactivate or delete your account and all related information and User Content in your account and bar any further access to such information or to the Site or the Services. You agree that Jelly shall not be liable to you or any third party for any modification or termination of your access to the Site or the Services, or for your inability to recover any User Content.

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Privacy. Any information, including User Content, using our Services, is subject to our Privacy Policy (“Policy”), the terms of which are incorporated into these Terms.

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Disclaimers of Warranties. The Services are provided “as is”; Jelly makes no representations or warranties of any kind with respect to the Services or any contents therein. Jelly assumes no liability or responsibility for any errors or omissions in providing our Services or any losses or damages arising from the use of the Content, or any conduct by users of the Site. Jelly expressly disclaims all representations and warranties relating to our Services, including but not limited to, warranties of merchantability, fitness for a particular purpose, quality, accuracy, authenticity, title and non-infringement. In addition, Jelly does not represent or warrant that the information on or accessible via the Site or through the Services is complete or current.

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Limitations on Liability. JELLY AND ITS AFFILIATES’ AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, SHAREHOLDERS’, EMPLOYEES’, AND AGENTS’ LIABILITY UNDER THESE TERMS OF USE IS LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. JELLY AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS WILL NOT BE HELD LIABLE FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, REGARDLESS OF WHETHER THESE PARTIES HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. JELLY AND ITS AFFILIATES’ AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, SHAREHOLDERS’, EMPLOYEES’, AND AGENTS’ TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES, THE CONTENT, THE SITE, PREMIUM SUBSCRIPTIONS IF APPLICABLE, OR THESE TERMS OF USE, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED $250. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS OF USE BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF USE.THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS OF USE. 

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Alpha/Beta Software. Jelly may post, publish, distribute, present for download or otherwise make available Alpha and Beta versions or portions of our Services (“Alpha/Beta Software”) for public use. Alpha/Beta Software is available to the public for testing and evaluating purposes as part of the software development process. As a user of Alpha/Beta Software you are encouraged, but not required, to identify potential errors and improvements (“Feedback”). You hereby grant Jelly the unrestricted right to use your Feedback, including the right to use your Feedback to improve the Alpha/Beta Software and to create other products and services. There are risks associated with using Alpha/Beta Software. Alpha/Beta Software has not yet been tested like other commercially released software that you may use. Therefore, it is likely that the Alpha/Beta Software will contain errors, including errors that may cause the Alpha/Beta Software or your computer to malfunction or cause a loss of data. If you do not wish to accept these risks, please do not install or use the Alpha/Beta Software. Furthermore, Jelly is not obligated to correct errors or correct the effects of errors (e.g., fix User’s computer or recover lost data) or provide any technical support related to use of Alpha/Beta Software.

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Indemnity. You agree to indemnify and hold Jelly, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of, resulting from or connected with the use, modification, misinterpretation, misuse, or reuse by you of our Services or Content, including without limitation these Terms.

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Links. Jelly’s Services may provide, or third parties may provide, links to other Web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us, with respect to such sites. JELLY IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such partners on or using our Services.

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Governing Law and Arbitration. These Terms are governed in all respects by the laws of the State of California. Any controversy or claim arising out of or relating to these Terms will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by California law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. By using our Services, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles, California.

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Release. In the event that you have a dispute with one or more users, using our Services, you release Jelly (and our officers, directors, agents, subsidiaries, parent corporation, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

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General. Jelly’s failure to act in a particular circumstance does not waive its ability to act with respect to that circumstance or similar circumstances. By using our Services, you consent to receiving electronic communications from Jelly. These communications will include notices about your account and information concerning or related to the Services. You agree that any notice, agreements, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Jelly is excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. These Terms compose the entire agreement between you, the User, and Jelly and supersede all prior agreements between the parties regarding the subject matter contained herein.

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Questions. Please direct any questions regarding these Terms to hello (at) jellychat.co.

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Updated: 10/1/2022