BC Talk App End User License Agreement
Date of publication: 05/10/2018
This license agreement (hereinafter referred to as the Agreement) governs the relationship between CONVERSA Management s.r.o., hereinafter referred to as the Licensor, and you, hereinafter referred to as the Licensee, with respect to the use of a BC Talk app (hereinafter referred to as the Messenger).
By downloading, installing or using the Application and/or the Services, you signify your agreement to be bound by the Terms. Your continued use of the Application and/or the Services offered through the Application will imply your acceptance of the conditions contained under these Terms.
These Terms constitute an 'electronic record' within the meaning of the applicable law and is generated by a computer system and does not require any physical or digital signatures.
1. Terms used in this Agreement
1.1. Licensor means CONVERSA Management s.r.o. Licensor operates, maintains, administers, distributes the Messenger and grants the Licensee a non-exclusive license to use the Messenger.
1.2. Licensee/ User/You means a person who is legally capable to conclude this Agreement, has a sufficient scope of rights and is entitled to use the Messenger hereunder within the limits provided hereby. The Licensee is a Party to this Agreement.
1.3. Messenger means a computer program designed for the exchange of electronic messages only among the registered users thereof, whereby a sender of an electronic message determines a receiver(s) thereof; the program’s functionality does not allow it’s users to post public information online and transmit electronic messages to the public.
Licensor may at its discretion allow you to use some of these Services free of charge. As the Services are very diverse the additional terms and/or product requirements may apply to certain Services.
User can download the Messenger from third party application stores such as Google Play and Apple App Store, subject to the terms and conditions of such third party application stores.
1.4. Content means design elements, illustrations, graphic images, photographs, stickers, scripts, texts and other items (files) posted in the Messenger, which can be either protected or not protected by copyright.
You will be solely responsible for all Content that you upload, transmit, share or display through the Messenger or Services. Licensor does not guarantee the validity, accuracy or legal status or confidentiality with respect to any Content and you will be solely responsible to assume all risks for any consequences arising out of uploading, posting, broadcast, transfer or disclosure of the Content. You confirm and warrant that the Content does not violate the representation and warranties you provide under these Terms.
You agree and acknowledge that if you transmit any Content through the Messenger, you have permission from the rightful owner of the Content or you are otherwise legally entitled to use or transmit the Content and to grant Licensor and its affiliates all of the rights granted herein.
2. Registration process
2.3. Each time using the Messenger, the Licensee expresses its acceptance of this Agreement and the applicable rules in a version in force as of the actual use of the Messenger.
2.4. The Licensee may get registered/authorized in the Messenger by choosing his own login and password (a confirmation code will be sent to e-mail address specified by the Licensee) and by using QR code.
3. Subject of the Agreement
3.1. Subject to Licensee compliance with the Agreement, Licensor hereby grants Licensee a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right and license to use the Messenger and the services in connection with the Messenger (the “Services”) only for the purposes of accessing, viewing, posting or submitting Licensee Content and committing other actions solely for non-commercial, personal use and for no other purposes.
The Licensor shall grant the right of use to the Licensee free of charge unless otherwise provided by special sections of this Agreement or additional agreements hereto.
3.2. Licensor is entitled to provide to the Licensee the chargeable services within the Messenger whereas the Licensee is allowed at his/her consideration to buy tokens for the application features (e.g. stickers, emoticons, Mojis etc.) through inn-app purchases tool installed in the Messenger according to the terms and conditions of the appropriate online applications stores.
4. Licensee’s rights, obligations and warranties
4.1. Licensee may not: (a) sublicense, rent, lease, loan, sell or otherwise transfer the Messenger or the Services (or any part thereof); (b) modify, alter, adapt, reverse engineer or decompile the Messenger, or otherwise attempt to derive source code from the Messenger; (c) create any derivative works in respect of the Messenger or the Service; or (d) otherwise use the Messenger or the Service except as expressly provided in this Agreement.
4.2.Title and all rights with respect to the Messenger and Service not specifically granted under this Agreement, including without limitation all rights of reproduction, modification, distribution, display, disassembly and de-compilation and all copyright, patent, trademark, trade secret and other proprietary rights and interests in the Messenger and Service are reserved to its Licensor.
4.3. Licensee may not, nor will allow any third party (whether or not for it’s benefit) to: (a) alter, delete or conceal any copyright notices contained in the Messenger, including notices on any content Licensee downloads, transmits, displays, prints or reproduces. Any unauthorized or prohibited use of any content may subject Licensee to civil liability, criminal prosecution, or both, under applicable federal, state and local laws.
4.4. The Licensee may use the Messenger’s functionality only for legal purposes, i.e. send instant messages to persons, who are users of the Messenger and are added to the Licensee’s address book (hereinafter referred to as the Users), download the Content to the Messenger and communicate it to the Users selected by the Licensee, and use other functions of the Messenger subject to the limitations provided by this Agreement and the applicable laws. In particular, the Licensee may not: (1) infringe intellectual property rights of any person when downloading/sending the Content; (2) enter/send offensive messages and other under the ban information; (3) send unsolicited bulk electronic messages; or (4) enter other person’s user data to impersonate it falsely.
4.5. If the Content is downloaded to the Messenger and/or sent trough it, the rights to the Content shall remain in the ownership of the relevant holders (either the Licensee or third parties). In that case, when uploading the Content to the Messenger, the exclusive rights to which are owned by the third parties, the Licensee shall obtain such third parties’ consent to use the Content to the extent required. Otherwise, the Licensee shall be liable for the use of the Content without the consent of the right holder and shall settle any claims and disputes which may arise in connection with the use of the Content in the Messenger without the consent of the right holder.
4.6. The Licensee hereby represents and warrants that:
- He/She has the necessary legal competence to enter into this Agreement.
- The Licensee shall use the Messenger only for legal purposes in accordance with this Agreement and any applicable laws.
5. BC Talk Account
5.1. You as a Licensee is responsible for all activity that occurs in your BC Talk account. By using the Services, you agree that:
5.1.1. You will not buy, sell, rent, or lease access to your BC Talk account or to the chats, the stories feature linked to your account.
5.1.2. You will not create or use multiple accounts to evade our policies or bypass blocks or otherwise subvert restrictions placed on your account. For example, if you have been blocked by another user or suspended for abuse, you will not create a replacement account that engages in similar activity.
5.1.3. You will not use our Services to mislead or confuse users by pretending to be someone else or pretending to represent an organization you do not represent.
5.1.4. You will not spam other users, including by sending unwanted promotional or commercial content, or unwanted or mass solicitation.
5.1.5. You will not aggressively send ‘Add User’ invitations or message people that you do not know.
6. Licensor’s rights and responsibilities
6.1. The Licensor may at its discretion modify, update, supplement, limit or deny the access for a specific Licensee or a group of Users to the Messenger or any part thereof including without limitation any version of software installed on the Licensee’s mobile device, at any time, temporarily or permanently, without notice, for whatever or no reason (hereinafter referred to as the Updates). In that case, the Licensee agrees to bear all risks and relieve the Licensor from the liability for any influence the Updates may have on the ability to use the Messenger (wholly or partially) for communication with the third parties or their ability to communicate with the Licensee.
6.2. The Licensor may limit the access to the Content or remove it from the Messenger, including in the case the Licensee commits any acts in violation of the applicable laws or the provisions hereof; in the case the relevant requests are made by the law enforcement agencies; in case the Content includes viruses or violates any rights (including copyrights) of the third parties; and in case the Licensee commits any other acts in violation of the applicable laws and the provisions hereof when using the Messenger.
6.3. The Licensor may (1) warn the Licensees, notify or inform them of non-compliance with this Agreement. Licensee is binded by the Licensor’s instructions given to him/her during the use of the Messenger.; (2) take any legal measures to protect its rights, including intellectual rights to the Messenger and to other items of the Licensor’s intellectual property (e.g., its logo, brand etc.).
6.4. The Licensor may (1) independently solve any matters involving the placement of advertisements in the Messenger, participation in the partner programs, inclusion/modification of the Content in the Messenger etc.; (2) send messages to the Licensees to notify them about the enabling of new functions in the Messenger or disabling the old ones, containing promotional information about the Messenger’s functionality, partner programs etc.
6.5. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, LICENSEE EXPRESSLY AGREE TO THE USE OF THE SERVICES AND THE MESSENGER AT HIS/HER SOLE RISK. THE SERVICES AND SOFTWARE PROVIDED ON "AS IS" AND "AS AVAILABLE" BASIS FOR LICENSEE USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. NO WARRANTY IS GIVEN ABOUT THE QUALITY, FUNCTIONALITY, AVAILABILITY OR PERFORMANCE OF THE MESSENGER. LICENSOR DOES NOT ASSUME LIABILITY FOR FAILURE TO OBTAIN OR USE ANY CONTENT, GOODS OR SERVICES. LICENSOR DOES NOT GUARANTEE THAT LICENSEE WILL BE ABLE TO ACCESS OR USE THE SOFTWARE AND/OR SERVICES AT TIMES OR LOCATIONS OF HIS CHOOSING, OR THAT LICENSOR WILL BE IN A POSITION TO DELIVER THE SERVICES AS A WHOLE OR IN PART IN ANY SPECIFIC GEOGRAPHIC AREA.
6.7.The Licensor does not provide any representations and warranties that all versions of the software/Messenger will be provided with equal quality, service level, features, functions and availability. The Licensor does not provide any representations and warranties that (1) any program or information will be free of viruses, worms, Trojan horses (Trojan horse software), viral codes or destructive properties; (2) any information available in or through the Messenger will not contain the Content, which may be deemed unsuitable by any persons; (3) the Messenger will operate continuously or without any faults; or (4) any faults in the Messenger’s operation will be eliminated. The Licensee shall be solely responsible for the protection of the software and information, usage of antivirus software and taking other measures to prevent the Licensor’s information or system from being damaged by the infected software or information of the Licensee.
7. Age Restriction
Users under 18 years of age are not allowed to use the Messenger.
8. Validity of the Terms
8.1. The Licensee may use the Messenger in the ways described in this Agreement in any part of the world where it is accessible using standard computing tools and programs.
8.2. The right to use the Messenger shall be granted to the Licensee for the period of validity of this Agreement unless the granted rights are exhausted before that point.
8.3. This Agreement shall be terminated if:
8.3.1. The Licensor makes a decision to amend the provisions hereof, to sign a new agreement with the Licensee, terminate this Agreement with respect to the Licensee, discontinue the administration and maintenance of the Messenger and to cease access thereto or to discontinue access to the Messenger for the Licensee.
8.3.2. The Licensor reserves the right to terminate this Agreement unilaterally and extrajudicially without informing the Licensee thereof or explaining the reasons with immediate termination of access to and the ability to use the Messenger without compensation for any expenses, damages or repayment of amounts received under this Agreement, in particular in case of:
- discontinuing the Messenger’s operation;
- any, including single, violation of the terms of this Agreement by the Licensee.
8.4. The Licensor is entitled to suspend access to and the ability to use the Messenger (including when the scheduled or emergency maintenance is being conducted by the Licensor) at any time without informing the Licensee thereof or explaining the reasons, without compensation for any expenses, damages or repayment of amounts received under this Agreement, in particular, in case of any, including single, violation of the terms of this Agreement by the Licensee.
8.5. This Agreement does not assume the transfer of any exclusive rights from the Licensor to the Licensee or granting an exclusive license for any components of the Messenger.
8.6. If the Licensee, in accordance with the laws of the Licensee’s state, is banned from using the Internet or if there are other legislative limitations, including age limits for accessing such software, the Licensee shall not use the Messenger. In that case, it is the Licensee who is responsible for the use of the Messenger in the territory of its state in violation of the local legislation.
9.1. This Agreement may be amended by the Licensor without any prior notification. Any amendments to this Agreement made unilaterally by the Licensor shall come into effect on the day following the day of publication of such amendments in the Messenger interface. The Licensee shall independently review the Agreement for any amendments. Any unfamiliarity on the part of the Licensee with this Agreement and/or changes made to it may not serve as a basis for non-observance by the Licensee of the limitations set by this Agreement.
9.2. The invalidity of one or more provisions of this Agreement, recognized in accordance with established procedures by an effective court decision, will not result in invalidity of this Agreement as a whole. If one or more provisions of this Agreement are recognized to be invalid in accordance with established procedures, the Parties shall fulfill the commitments undertaken hereunder in a manner as close as possible to that implied by the Parties when signing and/or agreeing to amendments made to this Agreement.
9.3. This Agreement and the relationship between the Parties related to this Agreement and the use of the Messenger are subject to the laws of the Czech Republic.
9.4. This Agreement will be governed by and construed in accordance with the laws of the Czech Republic, excluding its conflicts of law rules.
9.5. All disputes of the Parties regarding this Agreement shall be resolved by correspondence and negotiations using an out-of-court (complaint) procedure. If the Parties are unable to come to an agreement by means of negotiations within sixty (60) calendar days after the other Party receives a written complaint, any interested party shall submit the dispute to a court in which jurisdiction the Licensor is located (with the exception of the jurisdiction of any other court).
9.6. Any issues related to fulfillment of this Agreement should be directed to the Licensor’s registered address or to the e-mail address firstname.lastname@example.org.