Terms of Service

Last update date: August 17, 2024

General Rules – All Users

1. Relationship with our company

Welcome to Chelly (“ this Platform ”).

These terms and conditions may be amended from time to time by you and Lenged Co., Ltd. (“Company” or “We”) for access to and use of this platform and our related services, applications, products and contents (hereinafter collectively referred to as “ Services ”). These are the Terms of Service (hereinafter “ These Terms ”) that regulate the relationship, function as a contract, and specify its terms . Our Services are provided for private, non-commercial purposes. In these Terms and Conditions, “ you ” refers to you, the user of this service.

The Platform includes Chelly mobile software applications (“Chelly APP”), the official Chelly website (“Chelly Web ”), other forms of Chelly services now existing or hereafter designed, and related software development kits (“SDK”). and application programming interfaces (“APIs”) are provided to enable you to access and use the Platform and the Services through third-party websites and software applications. Versions of the Platform may vary depending on factors such as the jurisdiction from which you access the Platform and the device you use. This Service may not be available in whole or in part depending on your jurisdiction, device, or language used. You must obtain, download and install the appropriate version according to the actual device conditions in your jurisdiction.

You may access the Platform and receive the Services through software applications pre-installed on your hardware device, downloads from third-party platforms approved by us, and/or by accessing the Chelly official website . Unofficial versions of Chelly obtained through other platforms or websites are not endorsed by us and we are not responsible for their content . If you suffer any loss as a result of this, we will not be liable for your loss and such loss will be your sole responsibility.

These Terms are a legally binding contract between you and us. Please take your time and read the following contents carefully .

2. Agreement to Terms and Conditions

By accessing or using the Service, you are entering into a binding contract with the Company and confirm that you accept these Terms (including any Additional Terms attached to these Terms) and that you agree to be bound by these Terms. Additionally, when you access and use our Services, you are subject to our Privacy Policy and Community (if applicable). You must comply with the guidelines , which can be viewed directly on this platform, where you can download this platform, or in the relevant app store on your mobile device, and the applicable policies and guidelines are also incorporated by reference into these Terms and Conditions. Additionally, when you access or use certain new features of the Platform, certain Services, or access or use certain Content for commercial purposes (where permitted), you may be subject to additional terms of use and policies. Such additional terms and conditions and policies constitute a part of these Terms.

This service is intended only for individuals 13 years of age or older. Additionally, if you are under 18 years of age or the applicable age of majority in the jurisdiction in which you reside, you may only access or use the Service with the consent of your parent or legal guardian. Please have your parent or legal guardian review and discuss these Terms with you.

If you are accessing or using the Service on behalf of a company or entity, (a) “you” includes you and such company or entity, and (b) you have the authority to bind these Terms and Conditions; You represent and warrant that you are an authorized representative of the company or organization and that you agree to these Terms and Conditions on behalf of the organization, and (c) your company or organization is legally and financially responsible for your access to or use of the Service. You are responsible for any access to or use of your account by you or any other person, including any employee, agent, contractor , or other person, whether or not affiliated with your company or entity.

You agree to these Terms by accessing or using the Service. You understand and agree that your future access to and use of the Service will be deemed acceptance of the Terms.

You should print or save a copy of these Terms and Conditions for your records.

3. Additional Terms

If you access or use the Service from a jurisdiction to which separate additional terms and conditions apply, you hereby agree to the additional terms applicable to users in each jurisdiction as set forth in each “Additional Terms – Jurisdiction-Specific Provisions” below. I agree. Any additional terms and conditions applicable to the jurisdiction in which you access or use the Services - if there is a conflict between the jurisdiction-specific provisions and the remaining provisions of these Terms, the jurisdiction's additional terms and conditions will control.

4. Revision of Terms and Conditions

We may revise these Terms from time to time to reflect changes to applicable laws, regulations, standards, industry codes or other laws of a similar nature, or to reflect changes, updates or new features to the Platform and/or the Services. there is. If these Terms and Conditions are materially revised, we will make commercially reasonable efforts to notify you of such revisions through notices on this platform. However, you should view these Terms and Conditions periodically to check for revisions. We will also update the “Last Updated” date at the top of these Terms to indicate the effective date of any such revised Terms. Your continued access to or use of this Platform and/or this Service after the date of revision of the Terms constitutes your agreement to the revised Terms. If you do not agree to our revised Terms and Conditions, please stop accessing or using this Platform and this Service.

these Terms and Conditions, “Applicable Law” means any applicable law, regulation, rule, statute, code, ordinance, order, warrant, edict or other requirement made by any governmental authority, as amended from time to time.

5. Your Account

To use or access some parts of our service, you must create an account with us. When you create an account, you must provide us with information that is truthful, complete, and up-to-date. To maintain current and complete information, you must immediately update and maintain your account details and other information you have provided to us. 
 
 You acknowledge and agree that:

(a) You are solely responsible for maintaining the security and confidentiality of your account login information;

(b) You are solely responsible (to us and any third party) for all activities that occur under or through the use of your account. If you access the Platform or use the Services on behalf of a business or organization, all such activities belong to and are binding on that business or organization.

(c) we and our affiliates may, but have no obligation to, monitor activity on the Platform that occurs under or through your use of your account, and do not incur any liability to you as a result of unauthorized access to your account; We are not responsible for any losses caused by this.

We may temporarily or permanently suspend or terminate your account or restrict your access to part or all of the Services at any time, with or without notice to you, even if any of the following reasons arise and for no reason at all: You have the right to do it.

• If we have reasonable grounds to believe that you have violated or are about to violate these Terms, including any incorporated agreements, policies or guidelines, or any applicable law or regulation;
• If we believe that activity occurring through your account may cause damage to us, impair our ability to provide the Platform or the Services, or infringe or violate the rights ( including intellectual property rights ) of a third party, we may As determined in our sole discretion;
• When required to do so by a government agency or law enforcement agency pursuant to valid legal process;
• If an unexpected technical or security problem occurs;
• If your account expires;

In cases where we permanently suspend or terminate your account, unless there is no reasonable belief that continuing to access your account would cause harm to us or the service, or such suspension or termination could violate applicable laws, regulations, government agency requirements, or infringe upon the rights of third parties, we will notify you in advance so that you can access, and save your information and content.

If your account is temporarily or permanently suspended or terminated, your access to your account and all related information or content may be discontinued or terminated in accordance with your legal rights. We do not guarantee the permanent availability of content, so you should regularly back up important content.

If you no longer wish to use the service, you can delete your account by going to the "Account Management" page on this platform. Please be aware that once you choose to delete your account, you will not be able to reactivate it or retrieve any content or information related to your account that you uploaded, created, edited, shared, received from other users, or otherwise. Upon account termination, your access to and use of this platform and the service will end.

If we permanently suspend your right to use the Service, we or the Service may suffer damage, or such suspension or termination may be subject to the requirements of applicable laws, regulations, government agencies or law enforcement agencies, or the rights of third parties. Unless we have reason to believe that it may be infringing, we will notify you in advance so that you can access and store your information and content.

If your right to use the Service is temporarily or permanently suspended, your access to any information or content relating to you may be suspended or terminated in accordance with any legal rights you may have. We do not guarantee the permanent availability of any Content, so you should regularly back up important Content.

6. Access and use of our service

You access and use the Service in compliance with these Terms and Conditions and applicable laws and regulations. You must not:

• Be accessing or using this Service even though you are not capable of agreeing to these Terms and Conditions, do not have the legal capacity to agree to them, or have not received approval from your guardian or legal representative, or the business or organization you represent, to use this Service.
• Copy, decipher, modify, adapt, translate, reverse engineer, disassemble , decompile, or create derivative works based on this Service, such as files, tables, documents (or parts thereof), or attempt to do so.
• Remove any copyright, trademark, service mark, trade name, slogan, logo, image or other copyright notice displayed on or through the Service.
• Obtaining or attempting to extract the source code, algorithms, means or techniques implementing the derivative work.
• Leasing this Service for a fee or using this Service for advertising or commercial promotion.
• Interfere or attempt to interfere with the proper operation of the Service, interfere with our website or any network connected to the Service, or circumvent any measures we take to prevent or restrict access to the Service.
• Integrate the Service or any portion thereof into another program or product.
• Impersonate any person or entity or otherwise misrepresent your affiliation.
• Use automated scripts or other technologies to collect information from or interact with the Service.
• Computer code (including malicious software or software) or viruses, Trojan horses, worms, spyware, adware , keyloggers , logic bombs or other malicious or technologically harmful, destructive, disabling, or theft, alteration, denial of service, or data. 
• Using the Service to upload, transmit, distribute, store or otherwise make available files containing material that aids or enables the unauthorized disclosure, destruction or damage of code. (“ Harmful Code ”)
• Use the Service in a manner that violates or infringes upon the publicity rights , privacy rights, copyrights, trademark rights, or other intellectual property rights of others .
• Using this Service to cause disruption, harass, harass, threaten, cause pain, intimidate, injure, humiliate, defame, provoke or cause hostility to other users.
• Material that is defamatory, obscene, abusive, pornographic, hateful or inflammatory; Any material that constitutes, encourages or instructs a crime, dangerous activities or self-harm; Any material that is deliberately intended to provoke, antagonize (particularly harassment and bullying), harass, harm, injure, scare, distress, humiliate or upset people; Material that contains threats of any kind, including threats of physical violence ; Use the Service to transmit or make available any material that is racist or otherwise discriminatory, including discrimination based on race, religion, age, gender, disability or gender identity.
• Engaging in any conduct that restricts or inhibits others from using or enjoying the Service or that, in our sole judgment, exposes us or our users, affiliates or other third parties to any liability, damage or harm of any type .

Violations of system or network security may subject you to civil and criminal liability. We may investigate and cooperate with law enforcement authorities to detect users who violate these Terms. We may suspend or terminate your access to the Service with or without cause at any time, without notice.

We reserve the right to remove or disable access to any Content at our discretion, at any time, without prior notice, for any reason or no reason whatsoever. If we determine that content violates these Terms or our Community Policy, is otherwise objectionable or otherwise harmful to the Services or our users, we may remove or disable access to that content. We may suspend or terminate your access to the Service at any time, with or without notice, if you violate these Terms or applicable laws. You acknowledge that your violation of these Terms or any applicable law may subject you to civil, criminal, or other liability. We reserve the right to report any violation by you to law enforcement authorities and to take other remedies available to us.

7. Content backup

Although your Content is regularly backed up to your device, we cannot guarantee that there will be no loss or corruption of data. Corrupted or invalid backup points can be caused by content that was corrupted before the backup was performed, or content that changed while the backup was being performed, etc. We will provide support and attempt to resolve any known or discovered issues that may affect the backup of your content. However, you agree to maintain a copy of your Content in a location separate from our Services.

8 . intellectual property rights

This Service is protected by copyright, patent, trademark, and other intellectual property rights laws of the countries in which the Service is available. All intellectual property rights in the Services are reserved by us or our third-party licensors to the maximum extent permitted by all applicable laws. Without prejudice to any other provision of these Terms and Conditions, you may not disclose, reproduce, distribute, display, perform, edit, adapt, modify or otherwise exploit any part of the Service without our written consent.

We respect intellectual property rights, and we ask that you do the same. As a condition of your access to and use of the Service, you agree not to use the Service to infringe any intellectual property rights and not to access or use the Service or any content contained therein for commercial or unauthorized purposes. We reserve the right, with or without prior notice, at any time, in our sole discretion, to block or suspend access to the Service by any user, including users who infringe or are alleged to be infringing upon copyrights or other intellectual property rights.

This service does not allow content that infringes on others' copyrights. You should only create, post, and share content that you own or have the rights to use on this service. Before creating and posting content using this service, it is recommended that you evaluate whether it complies with the relevant intellectual property laws. Examples of content that should not be created, shared, or posted on this service without the copyright owner's approval include:

• Content that infringes or violates others' copyrights, trademarks, or other intellectual property rights
• Creating, posting, or transmitting copyrighted content such as images, videos, or assets without the rightful owner's permission
• Reproducing and distributing someone else's content (including posts, assets, music, videos, images) without the original creator's permission
• Content that promotes the illegal copying of assets, images, broadcasts, videos, music, games, or software that are sold for a fee, or provides links to illegal downloads
• Posts that share bugs or hacking programs designed to bypass the technical protection measures of the rights holder

9 . Contents

Our Content

As between you and the Company, all content, software, images, documents, graphics, illustrations, logos, animations, camera presets, 3D stages, template, trademarks, service marks, copyrights, patent, images and all intellectual property rights related thereto in the Service (hereinafter referred to as “the Company’s Content”) is owned by or licensed to Company. Use of Company Content or materials from the Service for any purpose other than as expressly permitted in these Terms is strictly prohibited. Our Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, published, sold, licensed or otherwise exploited for any purpose without our or, in particular cases, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to the above content.

these Terms and Conditions, you intend to access and use the Service, including by downloading the Platform on a permitted device, and that you comply with these Terms and Conditions through your use of the Service and for your personal, non-commercial use. You have a non-exclusive , limited, non-transferable, non- sublicensable , revocable license for the purpose of accessing the Company Content . The Company reserves all rights not expressly granted in these Terms and Conditions with respect to the Service and Company Content. You acknowledge and agree that Company may terminate the above license at any time with or without cause.

no rights are granted with respect to sound extracts and musical works contained therein available from or through the Service .

You acknowledge and agree that you do so at your own risk when viewing content provided by others through the Service. Content on the Service provides general information only and does not constitute advice on which you may rely. You should obtain professional or qualified advice before taking or stopping any action based on the content of the Service.

We make no representations, warranties or guarantees, express or implied, that Company Content is accurate, complete or up-to-date. Where our Services contain links to other sites and materials provided by third parties (for example, in the form of advertisements), these links are provided for your information. We have no control over the content of these sites or materials. The presence of such links on this platform, or those links provided as targeted advertisements to you while you use this service, may indicate the presence of the linked website, the operator of that website, or information you may obtain from it. It should not be construed as an endorsement or approval by us or to imply that we have reviewed the content of such websites. Your use of such websites may be subject to terms and conditions (including privacy policies) between you and the provider of such website. We have no control over these terms and conditions and will not in any way be a party to any agreements (including contracts) or understandings between you and these providers.

Third Party Content/Services

• Certain content available on the Platform is provided by certain users and/or third parties and not by us (e.g., certain avatars, items, animations, 3D stages, template) provided by certain users and/or third parties. To distinguish such Third Party Content from Company Content, certain identifiers (such as the provider or uploader of such Third Party Content) may appear on the Platform. Through your use of the Services, you receive a non-exclusive, non -transferable, non-transferable right to access or use such Third Party Content solely for your personal, non-commercial use and solely in the manner permitted by these Terms and this Platform. Secondary licensing is not possible and the license is revocable. We do not endorse such third party content. You acknowledge and agree that we are not responsible or liable for any such Third Party Content and your access to or use of such Third Party Content.
• Some features of Chelly are developed based on integration with APIs provided by Unity analytics, by using these APIs you are deemed to have agreed to Unity Analytics Terms and Conditions .
• Some features of Chelly are developed based on integration with APIs provided by Google analytics, by using these APIs you are deemed to have agreed to Google Analytics Terms and Conditions .

User-generated content

presets , animations, 3D stages, avatars, music ( including sounds extracted from videos on your device and musical works implemented therein), template uploaded to this Service or otherwise provided through this Service ; You may upload, post, publish, transmit or otherwise make available content (“User Content”).

You acknowledge that other users of the Service may extract some or all of the User Content uploaded or otherwise made available by you through the Service to create additional User Content. Users of this service can overlay camera presets , animations, 3D stages, temapltes and other elements (hereinafter “ Chelly Resources ”) provided by Chelly on user content and post the content through this service. The information and materials in User Content, including User Content containing Chelly Resources, have not been verified or approved by us. Opinions expressed by other users regarding this service do not represent our opinions or values. We do not guarantee the accuracy, completeness, appropriateness, or quality of User Content, and under no circumstances will we have any liability for User Content.

Whenever you access or use any feature that allows you to upload or transmit User Content or communicate with other users of the Service through the Service, you must comply with the standards set forth in Section 6 above. As noted above , these features may not be available to all users of the Service, and we will not be liable to you for restricting access to certain features. You warrant that you comply with the above standards, which means that you will be liable for any damage or loss that we incur as a result of your breach of the above warranty.

All User Content will not be kept confidential. You may not post or transmit to us any User Content on or through the Service that you consider to be confidential or belonging to another party. When you post or transmit User Content, you represent and warrant that you either own the User Content, have all necessary rights (including any necessary licenses), or are the owner of all parts of the User Content that you submit, so that such User Content may be accessed through the Service. or you agree, represent and warrant that you have received all necessary approvals to use the Service or that no such approvals are required.

If ( i ) you only own the rights to the recorded sounds and not the musical works created based on those sounds, or (ii) you do not own the animations, 3D stages, etc., you may not use the Services to Unless approval (including necessary licenses) has been obtained from the owner of all parts of the submitted musical work, animation, 3D stage, etc. or such approval is not required, such sound, animation, 3D stage, etc. may be used through this Service. Must not be uploaded or made available.

Except as otherwise provided in these Terms, you or the owner of your User Content retains the right to reproduce and all other intellectual property rights in the User Content transmitted to us. By transmitting User Content through the Service, you ( i ) agree to us and our affiliates, agents, service providers, partners and other relevant third parties, in any format, on any platform now known or hereafter invented; may use, modify, adapt, edit, create derivative works of, publish and/or distribute User Content and/or use, modify, adapt, edit or create derivative works of User Content to users of the Service and other third parties; grants you an unconditional, irrevocable, non-exclusive, royalty-free, fully transferable (including the grant of sublicenses), worldwide license to create, display and/or distribute the Services, (ii) agree to grant unconditional, irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to make, download, publish and/or distribute derivative works using, modifing, adapting or editing any or all of the User Content on any platform now known or hereafter developed, for the purpose of viewing or creating videos of the User Content for other users, entertainment or other private, non-commercial purposes .

Furthermore, you grant us and our affiliates, agents, service providers, partners and other relevant third parties, the license, free of charge, to obtain your user name, images and the like that may identify you from any source contained in your User Content. 

Through-To-The-Audience Rights . Any rights you grant under these Terms with respect to your User Content are based on Through-To-The-Audience Rights, which do not apply to the owner or operator of the Third Party Service to protect your User Content through such Third Party Service. This means that we do not assume any liability to users or third parties arising from or in connection with the availability of user content.

user contents related rights to give up . By posting User Content through or on the Service, you waive any right to prior screening or approval of any marketing or promotional materials related to that User Content. You also waive (to the extent permitted by applicable law) any rights of privacy, publicity or similar nature with respect to your User Content or any portion thereof . You hereby waive (to the extent permitted by applicable law) any moral rights you may assert in connection with User Content you upload, or the right to take, maintain, or permit any action based on such moral rights; I agree not to make any claims.

You acknowledge that, under certain circumstances, we have the right to disclose your identity to any third party who claims that User Content posted or uploaded by you to the Service constitutes a violation of that third party's intellectual property rights or rights of privacy.

We, or any authorized third party, reserve the right to cut, split, edit or refuse to distribute your Content in our sole discretion. We have the right to delete, disallow, block or remove any Content posted by you on this Platform or through our Services if we determine that your Content does not comply with the Content Standards set out in Section 6. Furthermore, if ( i ) the content is determined by the Company to be in violation of these Terms and Conditions, or (ii) to respond to complaints from other users or third parties, the Company will not bear any liability to you, with or without notice to you. We reserve the right (but have no obligation to do so) to delete, disallow, block or remove any User Content in our sole discretion. Accordingly, we encourage you to save a copy of any User Content you upload to the Service on your personal device if you wish to retain permanent access to a copy of your User Content. We do not guarantee the accuracy, integrity, appropriateness, or quality of any User Content, and under no circumstances will we have any liability whatsoever for User Content .

We assume no liability for content or information submitted or provided by users of the Service and distributed by us or by third parties on our behalf. You acknowledge that we have no obligation to pre-screen, monitor, review or edit any Content (including User Content) that you and other users provide to the Service.

Complain .

If you wish to dispute information and content (including User Content) uploaded by other users, or have any other matter you wish to dispute with us, please contact us at support@chelly.app . We also reserve the right to disclose your identity to any third party who claims that any User Content posted or uploaded by you to or through the Service constitutes a violation of their intellectual property rights or of their right to privacy.

uploaded or otherwise made available through our Services infringes your copyright, you may also submit a copyright infringement notification to support@chelly.app . The above notice must include the following:

• A an email, address or a phone number where we or the uploader may contact you.
• A clear and complete description of your copyrighted work that you believe has been infringed.
• The URL or other identifying location of the allegedly infringing work.
• Type of content being reported: Animation, 3D stages, etc.
• Why you are reporting this content and your request
• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• under penalty of perjury , that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
• A physical or electronic signature of the copyright owner or the copyright owner's agent. To do this, you must include your name (excluding your company name) at the bottom of your notice.

Before submitting a notice, please check whether a fair use or similar exception to copyright applies. Please note that if you intentionally submit a misleading or false notice, you may be held liable for damages under relevant laws and regulations. Any information submitted through your copyright infringement notification may be passed on to the content uploader or disclosed in any manner by us or third parties.

We will take reasonable steps to promptly remove from the Service any content that we know to be infringing. Our policy is to terminate, as appropriate under the circumstances and at our discretion, the privileges of users of the Service who repeatedly infringe the copyrights or intellectual property rights of others.

feedback.

Our staff works tirelessly to develop and evaluate the ideas and features of our products, and we pride ourselves on paying close attention to the interest, feedback, comments, and suggestions we receive from our user community. If you provide us with a product, service, feature, modification, content, improvement, technology, content offering, promotion, strategy, or product/feature name, or any related documentation, artwork, computer code, diagrams, or other materials (collectively, “Feedback”); If you decide to contribute by sending us feedback, regardless of what your accompanying statement may say, the following terms will apply so that the status of your Feedback will be clearly understood by you and us. there is. Therefore, by submitting Feedback to us, you agree to the following:

• We are under no obligation to review, consider, act on, comment on or respond to you in whole or in part on any Feedback for any reason ;
• Feedback is provided on a non-confidential basis, and we have no obligation to keep any Feedback you transmit confidential or to prevent disclosure.
• You agree to grant us a license to use the Feedback and any derivative works thereof, for any purpose, free of charge, without distribution of any kind, including to create, use, sell, transfer, import and promote commercial products and services that incorporate or embody the Feedback. Adapt, edit, distribute, create derivative works from, modify, publish (including through-to-the-audience), communicate to the public, commercialize, publicly display and otherwise use all or part of the work, whether as provided or modified. We grant you an unconditional, non-exclusive, royalty-free, fully transferable (including the grant of sublicenses), perpetual, worldwide, unrestricted license to use and exploit the Services .

10. Disclaimer

You agree to indemnify and hold harmless any and all direct or indirect losses, claims, including, without limitation, attorneys' fees and costs, resulting from any violation by you or any user of your account of these Terms, or any of your obligations, representations and warranties under these Terms. Defend, indemnify and hold harmless the Company, its parents, subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, assigns and advisors (individually, the “ Indemnified Parties ”) from and against any liability, damage, cost and expense. I agree to do so.

11. Exclusion of warranty

The provisions of these Terms and Conditions do not affect statutory rights necessarily granted to you as a consumer, which you cannot change or waive by contract.

The Service is provided on an “AS IS” and “AS AVAILABLE” basis with full liability, and we make no representations or warranties of any kind, express or implied, to you regarding the Service. In particular, our company does not represent or guarantee the following to you.

• that your use of the Service will meet your requirements or achieve any intended results;
• There will be no interruption, delay, security problems or errors in your use of the Service, and it will not contain harmful code.
• that all information obtained by you through the use of the Service will be complete, accurate, current or reliable; or
• DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED;

No condition , warranty or other term (including any implied term or warranty of satisfactory quality, merchantability, fitness for purpose, conformity to description, non-infringement or other violation of rights) is expressly expressed in these Terms and Conditions. Unless otherwise specified, it does not apply to this service. We may change, discontinue, withdraw or restrict the availability of any or all of the Platform for business or operational reasons at any time without notice.

We have no obligation to provide you with any transition services or technical or other support following any suspension or termination of Services, and we make no obligation or commitment to any disaster recovery.

12. Limitation of Liability

These Terms will not exclude or limit our liability for damages that we are prohibited by law from excluding or limiting. The same applies to liability for fraud or fraudulent misrepresentation and liability for death or personal injury resulting directly from our negligence or that of our employees and agents.

Subject to the above, we do not assume any of the following responsibilities to you.

• (I) LOSS OF ANY PROFITS (INCLUDING LOSS CAUSED DIRECTLY OR INDIRECTLY), (II) LOSS OF ANY GOODWILL, (III) LOSS OF ANY OPPORTUNITY, (IV) LOSS, DAMAGE OR DISCLOSURE OF ANY DATA SUFFERED BY YOU; OR (V) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND THAT MAY INCUR BY YOU FROM ACCESS, ALTERATION, MISUSE, tampering or other exploitation .
• Any loss or damage incurred by you in the following circumstances:
  • Any changes we may make to the Service or discontinuance of providing the Service (or any feature within the Service), whether permanently or temporarily.
  • Deletion, corruption, or failure to store all content and other communication data preserved or transmitted by or through your use of the Service.

The above limitation of liability will apply regardless of whether we have been advised of the possibility of such loss occurring or should have been aware of the possibility.

You are responsible for all mobile phone charges, including text message charges and data charges , that may be charged when using our services . If you are unsure about what rates apply, you should contact your mobile phone service provider before using the Service.

We are not responsible for any content published by us or any authorized third party.

To the extent permitted by law, any dispute arising out of your use of the Service and any third party, including, for example, but not limited to, telecommunications carriers, copyright holders, third party website or resource providers, or other users. is directly between you and such third party, and you hereby waive all claims, demands and damages (actual and consequential) of every kind, known or unknown, arising out of or related to any such dispute. completely free us and our affiliates.

To the maximum extent permitted by applicable law, our maximum aggregate liability to you arising out of or related to your use of the Platform or the Services is limited to US$50 or your local equivalent. The parties acknowledge that without the limitations of liability in this Section 8, the other provisions of these Terms and the allocation of risks in these Terms and Conditions, we would not have provided you with access to the Services, and that this is an essential element of the agreement between the parties.

13. Service interruption and termination

We will use commercially reasonable efforts to maintain the operation of the Service. However, we do not guarantee the availability of this Service unless otherwise required by applicable law. You acknowledge that the Service may be interrupted from time to time for various reasons (e.g., scheduled/emergency outages or network or telecommunication service provider failures).

Additionally, we may permanently terminate the Service and your access to or use of the Service.

You agree that, to the maximum extent permitted by applicable law, we will not have any obligation or liability to you in connection with the Service for any suspension, modification or termination of the Service or any part thereof.

14. Others

a. Relevant laws and jurisdiction. Except as set forth in the Additional Terms and Conditions - Jurisdiction-Specific Section below, these Terms and Conditions and their principal content and formation are governed by the laws of the Republic of Korea . Any dispute arising out of or in connection with these Terms and Conditions, including any questions regarding the existence, validity or termination of these Terms and Conditions, shall be resolved in accordance with the provisions of the laws of the Republic of Korea, which rules shall be deemed to be incorporated into these Terms and Conditions by reference to this Section. . The seat of arbitration is Korea.

b. Survival clause. The rights granted to us in Section 14.b, Section 9, Sections 8, 10, 11, and 12, and the remaining provisions of Section 14 will survive any termination of these Terms.

c. Open source . The Platform includes certain open source software. Each open source software item is governed by the terms of its applicable license terms and conditions .

d. Complete agreement . These Terms constitute the entire legal agreement between you and the Company and govern your use of the Service and any prior or contemporaneous communications and proposals, whether oral, written or electronic, between you and the Company with respect to the Service. and).

e. No waiver of rights. Our failure to enforce any provision of these Terms or to respond to a breach of these Terms by any party will not be construed as a waiver of our right to enforce any provision of these Terms or to respond to such breach at a later time. Nothing contained in these Terms shall be an exception to our right to comply with any governmental, court or law enforcement request or demand regarding your use of the Services or information collected by us or provided to us with respect to such use. 

f. security. We do not guarantee the security of this Service or that this Service is free from bugs, viruses, or harmful code. You are responsible for your information technology, computer program and platform preferences when accessing the Service. You must use your own virus protection software.

g. divisibility. If a court of competent jurisdiction determines any provision of these Terms and Conditions to be invalid, such provision shall be deleted from these Terms and Conditions without affecting the remaining provisions, and the remaining provisions of these Terms and Conditions shall continue to be valid and enforceable .

h. Third Party Content. The Service may contain links to third party content. We do not control, endorse, sponsor, recommend or otherwise accept responsibility for such content. Use of linked third-party content is at the user's own risk.

i . Third Party Rights. Additional Terms – Except as specifically provided for your jurisdiction, a person who is not a party to these Terms and Conditions will have no right under contract law (rights of third parties) to enforce these Terms or any provision thereof.

Additional Terms – App Store

To the extent permitted by applicable law, the following additional terms and conditions apply to the Chelly App (“App”).

Apple App Store. By accessing this App through a device manufactured by Apple, Inc. (hereinafter “ Apple ”), you acknowledge and agree to the following.

• These Terms apply between the Company and you. Apple is not a party to these Terms.
• The license granted to you below is from Apple among Apple devices. This grants you a personal, limited, non-exclusive, non- transferable right to install the App on devices you own or control for personal, non-commercial use, and in compliance with the usage rules set forth in Apple's App Store Terms of Use .
• Apple is not responsible for the App or its content, and has no obligation to provide or maintain any support services in connection with the App.
• the App fails to conform to any warranty, you may notify Apple, and Apple will refund the purchase price, if any, of the App to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App.
• Apple has no liability whatsoever for any claims by you or any third party relating to the App or your possession or use of the App. Claims for which Apple is not responsible include (a) product liability claims, (b) claims that the App fails to comply with applicable statutory or regulatory requirements, and (c) claims under consumer protection laws or other similar laws. However, it is not limited to this.
• If a third party claims that the App or your possession and use of the App infringes their intellectual property rights, Apple has no responsibility to investigate, defend, or settle any intellectual property infringement claim or to satisfy any liability related thereto.
• You represent and warrant that (a) you are not located in a country that is subject to the U.S. Government embargo , or that has been designated by the U.S. Government as a “state sponsor of terrorism,” and (b) you are not affiliated with any organization prohibited or restricted by the U.S. Government. I express and warrant this.
• Apple and Apple's subsidiaries are the beneficiaries of these Terms, and by your agreement to the terms and conditions of these Terms, Apple has the right to apply these Terms to you as a beneficiary (and acknowledges that Apple has consented to the foregoing rights) It's possible).
• The Company explicitly authorizes the use of this App by multiple users through the Family Sharing function or other similar functions provided by Apple.

Google Play . You agree to Google, Inc. By downloading this app from Google Play (or its successor) operated by its affiliates (hereinafter “ Google ”), you acknowledge and agree to the following.

• terms designated by Google (collectively, the “Google Play Terms”), and (b) any other provisions of these Terms, and In the event of a conflict of terms, the Google Play Terms will govern your use of the App downloaded from Google Play.
• You acknowledge that Google has no liability with respect to compliance with or violation of these Terms or the Google Play Terms by the Company or you (or any other user).

Additional Terms – Jurisdiction-Specific Provisions

korea. If you use the Service in Korea, the additional terms and conditions below apply. If a conflict exists between the following additional provisions and the provisions of this Policy, the following provisions shall control.

• Applicable Law and Jurisdiction . Notwithstanding Article 14.a. above, these Terms and Conditions, the matters arising hereunder and the making of these Terms and Conditions shall be governed by the laws of the Republic of Korea . You and we both agree that the courts of Korea will have exclusive jurisdiction.
• Limitation of Liability . The above limitation of liability does not apply to any loss or damage suffered by you as a result of our willful misconduct or negligence.
• Parental and Guardian Consent . This service is only available to individuals 13 years of age or older. If you are at least 13 years of age but under 19 years of age, you represent that you have received consent from your parent or guardian to receive services.
• Amendment of Terms and Conditions . The following information takes precedence over Article 4 above.
  • We may revise these Terms and Conditions at any time to the extent permitted by applicable laws.
  • If we revise these Terms and Conditions, we will notify you of the effective date and reason for revision through a notice posted on the initial screen of our webpage or the splash screen of our mobile application at least 7 days prior to the effective date of the revised Terms and Conditions and the day before the effective date. However, if the revisions are material or unfavorable to you, we will make reasonable efforts to notify you in advance , and the revised terms will take effect at least 30 days after the date of initial notification. However, revisions regarding new features of the Service that improve user convenience or revisions for legal reasons may be implemented immediately.
  • If you do not explicitly object to the revised Terms and Conditions even though we have notified you that if you do not explicitly object to the revised Terms and Conditions within the above prior notice period, your intention will be deemed to have been expressed. In this case, you will be deemed to have agreed to the revised terms and conditions.
• contents. The terms below take precedence over the second paragraph of Article 9 above.
  • Subject to the terms of these Terms and Conditions, you may access and use the Services, including by downloading the Platform on a permitted device, and through your use of the Services, you may use the Company solely for your personal, non-commercial use in compliance with these Terms and Conditions. You are granted a non-exclusive , limited, non-transferable, non-sublicensable, revocable license to access the Content . The Company reserves all rights to the Service and its contents that are not expressly granted in these Terms. You acknowledge and agree that Company may terminate this License at any time, with or without cause, as Company deems necessary in our reasonable discretion.
  • We will not disclose your identity to any third parties unless permitted by applicable law or with your consent.
• Advance notice of service restrictions, etc. If we apply an amendment that is disadvantageous to you (including suspension of the Services or restrictions on availability), we will personally notify you of the reasons for such action without delay. However, if such personal notification is prohibited for legal reasons or could reasonably be considered to cause harm to users, third parties Chelly and our affiliates (for example, if the notification violates laws and regulations or orders of relevant authorities; If it interferes with any investigation, damages the security of our Services, etc.), notifications may not be sent.
• to Terms and Conditions . The conditions below take precedence over the first paragraph of Article 2 above. These Terms become effective when you agree to these Terms, submit a request to use the Service, and we accept such request. Additionally, when you access and use our Services, you are subject to our Privacy Policy (if applicable). You must comply with these Terms and Conditions, which can be checked directly on this Platform, where you can download this Platform, or in the relevant app store for your mobile device, and are also incorporated by reference into these Terms and Conditions. Notwithstanding Article 2 above, your agreement to these Terms does not constitute your agreement to our Privacy Policy. You must agree to the Privacy Policy separately from these Terms and Conditions.

Other jurisdictions

If you are using the Platform outside of Korea, the following additional terms apply:

• Applicable Law and Jurisdiction. Notwithstanding Section 14.a. above, these Terms, their subject matter and their formation, are governed by Korean law. You and we both agree that courts of Korea will have exclusive jurisdiction.
• Limitation of Liabilities. No limitation of liabilities set out above shall be applicable to the extent any loss or damage is incurred by you as a result of our willful misconduct or negligence.
• Parental and Guardian Consent. The Services are only available for individuals 13 years old and over. If you are over the age of 13 but under the age of 19, you declare that you have the consent of your parent or legal guardian to receive the Services.
• Change to the terms. The following terms shall apply with priority over Section 4 above.
  • We amend these Terms from time to time to the extent that is permitted by the applicable laws.
  • In the event we amend these Terms, we will notify you of the effective date of the changes and the reasons for applying the amendments through a notice to be post ed on the landing page of our website or the splash screen of our mobile app, starting at least 7 days before the effective date of the new Terms until the day before the effective date. However, in the event of any amendments that are material or will be disadvantageous to you, we will make reasonable efforts to provide prior notice to you, and the new Terms shall take effect at least 30 days after the first date of notice. Any changes related to the new functions of the service that benefit users or for legal reasons may be effective immediately.
  • If you fail to explicitly express your objection to the amended Terms even though we notified you that your failure to do so within the above advance notification period will be considered as an acceptance of the changes, you will be considered to have agreed to the new Terms .
• Content. The following terms shall apply with priority over the second paragraph of Section 9 above.
  • Subject to these terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to access and use the Services, including the downloading of the Platform on a permitted device, and to access the Company's Content solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. The Company reserves all rights not expressly granted herein in the Services and the Company's Content. You acknowledge and agree that the Company may terminate this license at any time for any reason or no reason, if deemed necessary at our reasonable discretion.
  • We will not disclose your identity to any third party unless permitted by the applicable law or with your consent.
• Prior Notification of Service Restrictions, etc. In the event we implement changes that are unfavorable to you (including our suspension or restriction of the availability of our Services), we will notify you in individually of the reason for the action without delay. However, in the event that individual notice is prohibited for legal reasons or is reasonably deemed to cause harm to Users, third parties, Chelly and our affiliates (eg, if the notification violates the laws and regulations or the order of the regulatory authorities, if it interferes with any investigations, if it damages the security of our Services, etc.), the notification may not be issued.
• Consent to the Terms. The following terms shall apply with priority over the first paragraph of Section 2 above. These Terms are effectuated when you consent to these Terms, submit a request to use the relevant service and we accept such request. Your access to and use of our Services are also subject to our Privacy Policy, the terms of which can be found directly on the Platform, or where the Platform is made available for download, on your mobile device's applicable app store, and is incorporated herein by reference. Notwithstanding Section 2 above, by consenting to these Terms, you are not consenting to our Privacy Policy. You must consent to the Privacy Policy separately from these Terms.
• Your Content. In connection with your use of the Services, you may be able to upload or submit content to be made available through the Services (" Your Content "). As a condition of your use of the Services, you grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to access, use, host, cache, reproduce, transmit, and display Your Content in connection with your use of the Services. By submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to upload the material and to grant us the license described above. Notwithstanding anything to the contrary, we do not, nor have any obligation to, maintain Your Content. Your Content will not be available once you delete the Platform.
• Use of the Platform. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the Platform. We do not guarantee that the Platform can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the Platform or will be available in any particular geographic location. As part of the Services, you may receive push notifications or other types of messages directly sent to you in connection with the Platform (" Push Messages "). You acknowledge that, when you use the Platform, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device's operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the Platform, including your receipt of Push Messages. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the Platform on your mobile device, including for your receipt of Push Messages.