Welcome to the Chali Internet website (www.chaliconseil.com) (the “Website“) and the mobile device (the “Application” and together with any related software, tools and services provided in connection with the Application or Website, the “Chali Service“).
Chali SAS, (“Chali” or “we“) provides expense and agenda management software. These offerings are provided by Chali through the Application Service.
You acknowledge and agree that, by clicking on the “accept terms” button, registering for a Chali account, downloading of the application or any application upgrades, using the application on your mobile device, or accessing or using the Chali Service, or by downloading, submitting or posting any content from, or on, or through the Chali Service, or by entering into a statement of work with Chali, you are indicating that you have read, understand and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, then you have no right to access or use the Chali Service or Website Content. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
- “Content” means text, agenda, graphics, photos, music, software, audio, video, information or other materials.
- “Chali Content” means Content that Chali makes available through Chali Service, including any Content licensed to Chali from a third party, but excluding Member Content.
- “Member” means a person or entity who completes Chali’s account registration process, as described under “Account Registration” below.
- “Member Content” means Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Chali Service.
- “Website Content” means Chali Content and Member Content.
By accessing or using the Chali Service you represent and warrant to Chali that: (i) you are at least 13 [thirteen] years of age to use the Chali Service (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service. You also certify that you are legally permitted to use and access the Chali Service and take full responsibility for the selection and use of and access to the Chali Service. These Terms of Service are void where prohibited by law, and the right to access the Chali Service is revoked in such jurisdictions.
In order to access the Chali Service, you must register to create an account (“Account“) and become a Member. When registering with Chali you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Chali Service’s registration form (such information being the “Registration Data“) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Chali Service (or any portion thereof).
You may not authorize any third party to access or use the Chali Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Chali of any unauthorized use of your user ID or password or any other breach of security. Chali cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.
By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Chali will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.
Fees and Payment
Signing up for a Chali account is free for Members who register as individuals. The free use of various offerings within the Chali Service, including but not limited to expense and income reporting, scan and some analytic functionalities, are governed by additional terms set forth on the Website (such additional terms being incorporated herein by reference). In the event you choose to upgrade to paid services or to provide payment information to Chali after being prompted to do so, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) on the Website and/or (c) if applicable, in a separately executed or accepted purchase order on the Apple App store. All fees paid for the Chali Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable through the Apple App Store in Euros. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of Chali Service and/or any related transactions (except for taxes assessed on Chali’s net income or personal property). If for any reason Chali pays any such taxes, duties or excises, you will reimburse Chali for such taxes, duties or excises, other than taxes on Chali’s net income.
Chali Service packages have a default term of 12 months. If your selected Chali Service package requires a recurring subscription fee, your Chali Service package will automatically renew, unless you change your billing settings to month-to-month, we terminate it, or you notify us by email (email@example.com) of your decision to terminate your current Chali Service package. You must cancel any automatically renewing Chali Service package before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. If your Chali Service package is for a term of 12 months or longer, your subscription is deemed to have begun during the month in which you were first billed by Chali for the Chali Service package (or, in the event that you add more Users to your Chali Service package after beginning your subscription, from the month in which you were first billed for those additional Users). You may terminate Chali Service packages with terms of 12 months or longer at any time; however, because such Chali Service packages may qualify for reduced rate pricing, upon termination Chali will bill you for an amount equal to the difference between the reduced rate you actually paid, and the amount you would have paid under a standard rate Chali Service package.
License to use Website
Subject to your compliance with these Terms of Service, Chali grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on your mobile device and run such copy of the Application solely for your own personal or business use. Furthermore, with respect to any Apple App Store Sourced Application (defined below in the Section entitled “Accessing and Downloading the Application from iTunes”), you will only use the Apple App Store Sourced Application (i) on an Apple-branded product that runs the iOS (operating system software provided by Apple) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Chali reserves all rights in the Application not expressly granted to you by these Terms of Service.
Chali Service. Chali shall own and retain all right, title, and interest in and to the Chali Service (except for any licensed content and software components included therein). Member agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the Chali Service or otherwise use the Chali Service in any way that violates the use restrictions contained in these Terms of Service. Chali does not grant to Member any license, express or implied, to the intellectual property of Chali or its licensors. Member further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Chali Service is considered the confidential and proprietary information of Chali (collectively ” Chali Confidential Information“).
Member Data. Subject to the section below labeled “Assignment of Certain Member Data“, Member shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by Member to Chali in connection with its use of the Chali Service and (b) reports and other materials generated by the Chali Service following such transmission (collectively, “Member Data“), provided, however, that Member hereby grants to Chali a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Member’s use of the Chali Service solely for purposes of (x) maintaining and improving the Chali Service and (y) providing Member with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Member’s use of the Chali Service compiled by Chali solely for marketing purposes or distribution to third party research firms.
Assignment of Certain Member Data. Notwithstanding the foregoing, upon your submission of an expense report to a Member, you hereby transfer all right, title, and interest in and to any transferred Member Data to the applicable Member, provided, however, that such Member hereby grants to you a worldwide, perpetual, royalty-free, non-exclusive license to maintain and utilize copies of such transferred Member Data (including any expense reports) for personal recordkeeping purposes.
Chali Logos and Designs. Chali’s graphics, logos, baselines, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Chali in France and/or other countries. Chali ‘s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Chali ‘s prior written permission.
Member Art. Member shall retain all right, title and interest in and to all of Member’s logos, promotional graphics and related marketing designs (collectively, the “Member Art“), provided, however, that Member hereby grants to Chali a worldwide, royalty-free, non-exclusive license to use the Member Art, as well trade name, for purposes of fulfilling its obligations hereunder and marketing Chali ‘s products and services to third parties, subject to Member’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).
Derived Data. You shall own and retain all right, title, and interest in and to any data derived from your use of the Chali Service or that of any individual authorized by you to utilize the Chali Service (your “Users“), as defined below)(collectively, the “Derived Data“); provided, however, that you hereby grant to Chali a worldwide, royalty-free, non-exclusive license to use data generated as a result of your use of the Chali Service solely for purposes of (x) maintaining and improving the Chali Service, (y) providing you and/or your Users with access to and information about customized features, new functionality, and partner integrations, and (z) sharing with our partners such data in anonymized, aggregated form.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Chali Service (“Feedback“). You may submit Feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that all Feedback will be the sole and exclusive property of Chali and you hereby irrevocably assign to Chali and agree to irrevocably assign to Chali all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Chali ‘s request and expense, you will execute documents and take such further acts as Chali may reasonably request to assist Chali to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Chali and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Chali in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Chali upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of Company’s trade secrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure.
Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to Chali’s business, operations and properties, including information about Chali’s Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Chali Service, or any individual element within the Chali Service, Chali’s name, any Chali trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Chali’s express written consent;
- Access, tamper with, or use non-public areas of the Chali Service, Chali’s computer systems, or the technical delivery systems of Chali’s providers;
- Attempt to probe, scan, or test the vulnerability of any Chali system or network or breach any security or authentication measures;
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the Chali Service or staff member of Chali.
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Chali or any of Chali’s providers or any other third party (including another user) to protect the Chali Service or Website Content;
- Attempt to access or search the Chali Service or Website Content or download Website Content from the Chali Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software provided by Chali;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the Chali Service to the mobile numbers of people you do not know);
- Use or disclose any Chali Confidential Information, except as otherwise explicitly set forth herein.
- Use any meta tags or other hidden text or metadata utilizing a Chali trademark, logo URL or product name without Chali’s express written consent;
- Use the Chali Service or Website Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Chali Service or Website Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Chali Service or Website Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Chali Service;
- Collect or store any personally identifiable information from the Chali Service from other users of the Chali Service without their express written permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual or entity to do any of the foregoing.
Chali will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Chali may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Chali has no obligation to monitor your access to or use of the Chali Service, or to review or edit any Member Content, but has the right to do so for the purpose of operating the Chali Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Termination and Account Cancellation
If you breach any of these Terms of Service, Chali will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Chali reserves the right to revoke your access to and use of the Chali Service at any time, with or without cause. In the event Chali terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time by sending an email to email@example.com
The Chali Service and Website content are provided “as is,” without warranty of any kind, either express or implied. Without limiting the foregoing, Chali explicitly disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of trade. Chali makes no warranty that the Chali Service or Website content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Chali makes no warranty regarding the quality of any products, Chali Service or Website Content purchased or obtained through the Chali Service or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Chali Service. Chali does not warrant the results of use of the Chali Service, and the User assumes all risk and responsibility with respect thereto. The User should note that in using the Chali Service, sensitive information will travel through third party infrastructures which are not under Chali’s control (such as a third party servers and the internet). Chali makes no warranty with respect to the security of such third party infrastructures.
No advice or information, whether oral or written, obtained from Chali or through the Chali Service, will create any warranty not expressly made herein.
You agree to defend, indemnify, and hold Chali, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Chali Service, or your violation of these Terms of Service, including without limitation any breach of any representations or warranties herein, any infringement by you of Chali’s intellectual property rights, and any claim by a third party that the Member Data or Member Art infringes such third party’s intellectual property rights.
Chali will defend indemnify and hold you harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees), resulting from any claim, suit, action or proceeding alleging that the Chali Service or any portion thereof infringes any patent, copyright or other intellectual property, proprietary, or other right of any third party.
Limitation of Liability
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Chali Service and Website Content remains with you. Except for the indemnity obligations set forth herein, under no circumstances, including, but not limited to, negligence, system failure or network outage, will either Chali or any other person or entity involved in creating, producing, or delivering the Chali Service or Website Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, Chali Service interruption, computer damage or system failure or the cost of substitute products or Chali Service, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms of Chali Service or from the use of or inability to use the Chali Services or Website Content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Chali has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
Except for the indemnity obligations set forth herein, in no event will Chali’s aggregate liability arising out of or in connection with these Terms of Chali Service or from the use of or inability to use the Chali Service or Website Content exceed the amounts you have paid to Chali for use of the Chali Service or Content. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Chali and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
You may not use, export, re-export, import, or transfer the Application except as authorized by French law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws.
Accessing and Downloading the Application from iTunes
The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application“):
- You acknowledge and agree that (i) these Terms of Service are concluded between you and Chali only, and not Apple, and (ii) Chali, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Chali and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Chali.
- You and Chali acknowledge that, as between Chali and Apple, Apple is not responsible for addressing any claims you have relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and Chali acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Chali and Apple, Chali, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.
- You and Chali acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
- Without limiting any other terms of these Terms of Service, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
Controlling Law and Jurisdiction
These Terms of Service and any action related thereto will be governed by the laws of the State of France without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the Courts from the resort of the Appeal Court of Paris and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
These Terms of Service constitute the entire and exclusive understanding and agreement between Chali and you regarding the Chali Service and Website Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Chali and you regarding the Chali Service.
Chali reserves the right, at its sole discretion, to modify, discontinue or terminate the Chali Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Website or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Service or on the Website or Application. By continuing to access or use the Chali Service after we have posted a modification on the Website or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Chali Service.
Certain portions of the Chali Service may, or may in the future, have different terms and conditions posted on the Website or may require you to agree with and accept additional terms and conditions. Chali may, in its sole discretion, make premium or different applications, software or services available to you that is subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms and conditions posted for a specific portion of the Chali Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the Chali Service.
You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Chali’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Chali may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by Chali (i) via email (in each case to the address that you provide) or (ii) by posting to the Application or Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
The failure of Chali to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Chali. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.