SEACHAT END USER LICENSE AGREEMENT

Please read the terms and conditions in this End User License Agreement (“Agreement”) carefully: they govern our relationship with you in relation to your use of the SeaChat referred to in this Agreement and contain important information about your rights and obligations. By accessing or using the SeaChat, you agree to be bound by this Agreement as may be modified from time to time and that you are above 18 years of age.

If you do not want to be bound by this Agreement, you must not access or use the App or Services.
SeaChat is not a replacement for your primary telephone service and does not provide access to emergency services. You cannot use the SeaChat to make calls to emergency services (e.g., by dialing 911, 112 or 999). However, you can continue to use your mobile device to make calls to emergency services via your mobile operator as normal.

1. This Agreement and our Privacy Policy sets out the terms and conditions under which Sea-Net Technologies” (“Seachat” or “we” or “us” or “our””) with its registered office at NACCIMA House, No 8, Oba Akinjobi Way, GRA Ikeja, Lagos, Nigeria licenses to you the Application. We reserve all rights not expressly granted to you under this Agreement. In this Agreement, “you” and “your” means the individual end user accessing the Application. Full details of the Agreement and our Privacy Policy are available at www.seachat.im.

2. These Terms of Use apply to all users of the Site, App and other Services, including, without limitation, users who send or submit content, information, and other materials or services, registered or otherwise, through the Services.

3. SeaChat shall retain all right, title and interests in it trade names, logos, trademarks, service marks, trade dress, copyrights, websites, domain names and proprietary technology (collectively “Marks”), which shall remain the exclusive property of SeaChat, and nothing in this Agreement shall grant you the license to use such Marks. All intellectual property rights in the Software, including but not limited to, all copyrights, technology secrets, audio, images and text incorporated into the Software are owned by SeaChat and are protected by Nigeria Copyright laws, foreign laws and International conventions.

4. Subject to the terms and conditions of this Agreement, SeaChat grant to User a non-exclusive, revocable, personal, non-transferable license. User shall not sell, sub-license, lease, rent, loan, lend, transmit or otherwise distribute or transfer the Software in any manner to third parties.

5. You undertake not to reverse, engineer, decompile, disassemble, or attempt to derive the source code of the SeaChat or any updates thereof and you will not adapt, alter, modify, upgrade, enhance or create derivative works of the Software or any updates thereof.

6. You will not reproduce or copy any part of the Software and you will not disclose to any third party the Software or any part thereof without our prior written consent. The Software is provided to you for your own personal use only and you will not re-sell or in any way re-supply the Software to others.

7. The terms of this Agreement will govern any upgrades provided by us unless such upgrade is expressly stated to be subject to a separate license agreement.

8. You agree to use the SeaChat strictly in accordance with this Agreement and any instructions issued by us from time to time. You have sole responsibility for any content or data which you upload, post, email or otherwise transmit via the Software. You agree not to use the SeaChat in contravention of any applicable local, state, national or international law, regulation or code of practice.

9.1 In order to purchase credits for the Services and to charge your Account you shall pay SeaChat Out the rates (offers, deals, plans or similar) as stated on the Site or in the App, by use of such payment methods made available to you by SeaChat Out from time to time. Payments are either made manually by you or through the automatic recharge function activated by you.
The automatic recharge function means that when your Account balance is below a certain level, your Account will be automatically recharged with a certain pre-selected amount (the credit card you have connected to your Account will be charged). The automatic recharge function is enabled as a default mode; you can disable this feature at any time by accessing your Account.
All payments are processed via a third party payment processor (“Payment Processor”). You agree to provide complete and accurate payment information and further agree that the processing of payment transactions are subject to the terms, conditions and policies, including privacy policies, of the Payment Processor and your credit card issuer.
By entering a credit card number, Skill Details and/or using the Services at Seachat.im, you authorize Seachat to charge your selected payment option for the Credit purchase to use SeaChat Out services. You represent that the information you submit is true and accurate, and you agree to pay all charges and fees incurred. Service will begin on the date the credit card is charged.

9.2 Unless expressly provided elsewhere in this Agreement, upon termination of your account, all unused credits or pre-paid minutes shall expire in their entirety and no refund or pro-ration shall be made for any unused credits or minutes. You are solely responsible for any charges incurred using your SeaChat Out user account and you must keep your log-in details private and notify us immediately if you believe that another person has had unauthorized access to your user account. You are responsible for the security of your user account and for all activities that occur in connection with your account. Any breach of security (for example, in connection with your user name or password) must be notified to us immediately. If you provide any information that is false, untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is false, untrue, inaccurate, not current or incomplete, we shall have the right to suspend or terminate your user account and refuse any and all current or future use of the Seachat.

9.3 We reserve the right to change rates at any time without notice. If you do not wish to accept such change in rates, you can terminate your account with effect from the date on which the rate change would become effective. By continuing to use the SeaChat Out following any rate change, you accept such rate change.

9.4 Because some mobile network operators may prohibit or restrict the use of Voice over the Internet Protocol (“VoIP”) functionality over their network, such as the use of VoIP telephony over a mobile network, and may also impose additional fees or other charges in connection with VoIP, you must prior to use of the SeaChat ensure that the terms of agreement with your operator do not prohibit or otherwise restrict use of the SeaChat over such operator’s network. You are responsible for all data and other charges imposed by your operator or Wi-Fi provider which may be incurred when using the SeaChat. You further understand that the costs of data connectivity services when using the SeaChat may rise significantly when roaming internationally and that you are solely responsible for all charges in connection with your use of the SeaChat. We are not liable for these or any other costs you may incur by using your operator’s or other third party services. You must comply with all applicable third party terms of agreement to ensure that you will not be in violation of the terms of agreement with your mobile operator when using the SeaChat.

10. You warrant and represent that you have the necessary rights to install and use the SeaChat and you will indemnify and keep us, our affiliates, agents, partners and officers, fully and effectively indemnified on demand from and against all actions, claims, losses, liability, damages, costs and expenses (including legal costs and expenses) suffered or incurred by us, our affiliates, agents, partners and officers and arising directly or indirectly out of your use of the SeaChat.

11. You agree that the SeaChat is provided “as is” and that we do not provide any guarantee, warranty or assurance that the SeaChat will operate continuously or without interruptions or be error free or meet your requirements or that defects in the SeaChat will be corrected. Accordingly, we do not accept liability for unavailability or the timeliness, deletion, mis-delivery or failure of the Application. You assume full responsibility and sole risk for your use of the SeaChat. To the maximum extent possible, no warranties or terms implied by applicable law, including without limitation those relating to satisfactory quality, performance, fitness for purpose, quiet enjoyment and non-infringement of third party rights shall apply to the subject matter of this Agreement. In entering into this Agreement, each party acknowledges that it does not do so on the basis of, and does not rely on any representation, warranty, condition or other provision except as expressly provided in this Agreement and we exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the SeaChat to the fullest extent permitted by law. Should the SeaChat be defective, you will assume the entire cost of all necessary servicing, repair or correction to any hardware or software used in conjunction with the Application. We shall not be responsible for operation of the Application other than on hardware approved by us and in conjunction with the operating environment designated for the Application. The limitations and exclusions in this section do not affect your non-excludable statutory rights and only apply to the extent permitted by applicable law.

12. We make no representation that the SeaChat is permitted or available for use in any particular location. To the extent you choose to access the SeaChat, you do so at your own risk and you are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

13. We may add, change, remove or discontinue any aspect of the SeaChat at any time. In the unlikely event that we make any changes which are materially detrimental to you, you may terminate this Agreement on written notice and regardless of the grounds for the termination of the present contract; the customer shall remain liable for all charges, costs and interest that he has incurred as a result of his use of the Service. If you use the SeaChat after any changes take effect you will be bound by the changes and you shall have no right to terminate this Agreement on the ground of the changes made.

14. We shall not be liable in contract, tort, negligence or otherwise for any indirect or consequential loss, or for any loss of profits, data, revenue, business opportunity, anticipated savings, goodwill or reputation even if we are expressly advised of the possibility of such damage or loss.

15. This agreement may be terminated at any time by us or by you. We may suspend or terminate your Service at any time acting reasonably. Your rights under this Agreement will terminate automatically without notice from us if you fail to comply with any term of this Agreement.

16. Immediately on termination of this Agreement, you must immediately delete or remove the App, Services and will destroy the Application and any copies thereof.

17. We may suspend or terminate the services and this Agreement if directed to comply with an order, instruction or request of any law enforcement, government or other competent authority.

18. You may use the SeaChat for lawful purposes only and in accordance with such instructions as notified by us from time to time. You are responsible for all activity and usage of the Application and for any breaches of this Agreement that may result. You must ensure that the Application is not used, whether by you or by anyone else, for any unlawful or fraudulent purposes. In particular, you will not use the Application:

(i) In any way that breaches any applicable local, national or international law or regulation;
(ii) To send, knowingly receive, upload, download, use or re-use any material which does not comply with the requirements set out in section 19 below;
(iii) To transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material (spam);
(iv) to knowingly transmit any data, or send or upload any material that contains viruses, Trojan horses, worms, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
(v) In any way which we reasonably consider to be abusive or inappropriate; or
(vi) In any way which we reasonably consider is likely to affect the quality of the Application or any other application provided by us.

19. You must not use the Application to transmit, receive, email, download, upload, view or otherwise use any material which is defamatory or libelous; obscene, offensive, hateful, inflammatory or otherwise criminal in nature; contains sexually explicit material; promotes violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringes any copyright, database right, trade mark or other intellectual property right of any person; is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; is threatening, abusive or invades any person’s privacy; is likely to harass, upset or alarm any other person; is used to impersonate any person, or to misrepresent your identity or affiliation with any person; gives the impression that they emanate from us, if that is not the case; or advocates, promotes or assists any unlawful act such as (without limitation) copyright infringement or computer misuse.

20. You agree that we may collect and use personal information and technical data and related information, including but not limited to numbers stored on your mobile device to facilitate the provision of the SeaChat so that users may call and text each other utilizing phone numbers stored in their mobile devices. We may also use this information in an anonymous form to improve our products or to provide other services or applications to you. Use of your personal information is subject to our Privacy Policy.

21. We may amend this Agreement from time to time and post the new version on our website following which all use of the Application will be governed by the revised version. You must check the terms of this Agreement accessible from our website from time to time to review them. We shall update the “Last modified” date in the event of a change to this Agreement. In the unlikely event that we make any modifications to this Agreement which are materially detrimental to you, you may terminate this Agreement on written notice and you may be entitled to a refund of any unused prepaid amount representing the period following the termination date. If you use the Application after the “Last modified” date you will be bound by the changes and you shall have no right to terminate this Agreement on the ground of the modifications made.

22. We shall not be liable for any failure to perform any obligation to the extent such failure is due to causes beyond our reasonable control.

23. We may assign, transfer, novate or subcontract any or all of our rights and obligations under this Agreement at any time.”

24. The termination of this Agreement however arising shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after then and shall be without prejudice to any accrued rights or remedies of the parties.

25. Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

26. This Agreement shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts except that we may take any action we consider necessary to protect or preserve any of our confidential information and intellectual property rights in any court of competent jurisdiction.

27. If any provision of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such provision shall be divisible from the others and shall be deemed deleted.

28. Any notice which may be given by either party shall be deemed to have been given if left at or sent by first class pre-paid post or email transmission to a postal address or email address notified by the other party in writing as an address to which notices may be sent.

29. This Agreement represents the entire agreement and understanding of the parties in relation to the subject matter hereof and supersedes all prior understandings and representations, whether written or oral.

Last modified date: 19th August 2016