WECHAT OUT USER AGREEMENT
Last modified: [2015.12.25]
INTRODUCTION
General
Welcome to WeChat Out!
WeChat Out enables you to directly call other WeChat user accounts (such accounts collectively being the "User Accounts") and mobile and landline Voice Services internationally (such services collectively being the "Voice Services”) by using Voice over Internet Protocol technology. WeChat Out is a service within, and part of, the overall WeChat service that we provide to our users.
Please carefully review this Agreement – this Agreement contains important terms in relation to your use of WeChat Out. By using WeChat Out, you acknowledge and agree to the terms of this Agreement. If you do not agree with any of these terms, you may not use WeChat Out.
This Agreement
"This Agreement" comprises of: (a) this WeChat Out User Agreement; and (b) the following agreements generally applicable to users of WeChat (the following agreements collectively being the "WeChat Agreement"):
WeChat Terms of Service ("WeChat TOS") –which sets out the general terms governing the relationship between you and us in relation to your use of WeChat;
WeChat Privacy Policy - which sets out how we collect, process, store and use your Personal Information, as well as our policy on the use of tracking technologies; and
WeChat Acceptable Use Policy - which sets out rules of good behaviour applicable to your use of WeChat.
The WeChat Agreement is incorporated into this Agreement and will apply to your use of WeChat Out. This WeChat Out User Agreement sets out additional service-specific terms for the purposes of the "Additional Terms and Policies" section of the WeChat TOS. Any term that is used but not defined in this WeChat Out User Agreement, but is defined in the WeChat TOS, will have the meaning given to that term in the WeChat TOS.
If you are a citizen or a habitual resident of any country set out in the "Country-Specific Terms" section of this WeChat Out User Agreement, those relevant country-specific terms will also apply to your use of WeChat Out.
Contracting Entity
By using WeChat Out, you are agreeing to be bound by this Agreement between you and:
Tencent International Service Pte. Ltd., a Singaporean company with its registered address at 10 Anson Road, #21-07 International Plaza, Singapore 079903; except if
another Tencent company is identified in the "Country-Specific Terms” section below as being the relevant company for providing WeChat Out to you in your country of residence, in which case you: (a) agree to be bound by this Agreement between you and that identified company in relation to WeChat Out; and (b) will continue to be bound by the WeChat Agreement between you and Tencent International Service Pte. Ltd. in relation to the overall WeChat service (excluding WeChat Out).
The Tencent company that you are contracting with under this Agreement in relation to your use of WeChat Out, pursuant to the above, is referenced as "we”, "our” and "us” in this Agreement. You agree that: (a) we may use our affiliate companies or subcontractors from time to time to provide WeChat Out (or certain features of WeChat Out) to you; and (b) your contractual relationship under this Agreement and in relation to WeChat Out will always be with us only (and not with any of our affiliate companies or subcontractors).
Changes to this Agreement
As set out in the "Changes to these Terms and WeChat" section of the WeChat TOS, we may make changes to this Agreement from time to time – it is your responsibility to review this Agreement for any changes. We may also at any time add, change or remove features from WeChat Out, or suspend or terminate WeChat Out.
Where we consider that any changes to this Agreement or WeChat Out are reasonably material, we will (where reasonably practicable) notify you (via http://www.wechat.com, direct communication to you or other means), prior to the changes becoming effective. By continuing to use WeChat after we make any changes to this Agreement or WeChat Out, with or without notice from us, you are agreeing to be bound by the revised Agreement. If you do not agree to the revised Agreement, your only recourse is to discontinue your use of WeChat Out.
Mandatory applicable laws and regulations in your jurisdiction
Notwithstanding any other provisions of this Agreement, nothing in this Agreement limits or excludes any of your statutory rights in your jurisdiction (including any rights under applicable consumer protection legislation and unfair terms legislation), to the extent these statutory rights may not be excluded or waived under applicable laws and regulations.
EQUIPMENT, INTERNET CONNECTION AND THIRD PARTY CHARGES
In order to use WeChat Out, you will need to provide appropriate equipment and an internet connection. You are responsible for providing all equipment and internet connection to be used by you in connection with WeChat Out, including headsets, microphones and webcams.
You are also responsible for any telecommunication, internet and other charges that are incurred in connection with your use of WeChat Out, including mobile phone roaming charges and any charges incurred by your User Account.
WECHAT OUT, WECHAT SOFTWARE AND YOUR USER ACCOUNT
In order to use WeChat Out, you will need to: (a) install the WeChat Software version that is appropriate for your device; and (b) create and maintain a User Account with us.
Your use of WeChat Software and your User Account is subject to the terms of this Agreement, including the "Our Intellectual Property Rights" and "Your Account” sections of the WeChat TOS.
We will provide you with further instructions within WeChat regarding your use of WeChat Out. You agree to comply with these instructions.
To the extent permitted by applicable laws and regulations and except as: (a) expressly specified otherwise in this Agreement, or (b) in cases of fraud and gross negligence, we do not give any warranties, representations or guarantees in relation to WeChat or WeChat Out. Please refer to the WeChat TOS (including its "Warranty and Disclaimer", "Liability for WeChat" and "No Liability for Third Parties" sections) for details regarding our disclaimers and liabilities for WeChat and WeChat Out.
Please be aware that different countries regulate the use of Voice over Internet Protocol services in different ways. You are solely responsible for, and we have no responsibility or liability for, ensuring that your use of WeChat Out is in compliance with all applicable laws and regulations. WeChat Out's availability in your jurisdiction is not a representation or guarantee from us that the use of WeChat Out is legally permitted in your jurisdiction.
NO ACCESS TO EMERGENCY SERVICES
WeChat Out is not a replacement for your mobile or landline telephone service. In particular, WeChat Out does not allow you to make emergency calls to any emergency or law enforcement services, hospitals, medical care units or any other public safety points. You are responsible for making alternative communications arrangements to ensure that you can make any such emergency calls if needed.
CHARGES AND PAYMENTS
Calling WeChat User Accounts
We do not charge you to make a WeChat app to WeChat app voice call.
Calling Voice Services and purchase of WeChat Out Credits
In order to call Voice Services using WeChat Out, you will need to make prepayments to us and maintain a positive stored value amount in your User Account, by using the relevant payment methods in the relevant currencies (whether local or international) as we may require from time to time at our discretion (prepaid stored value amounts being "WeChat Out Credits”). WeChat Out Credits are reflected as the amount that you have prepaid to us.
When you use WeChat Out to call a Voice Service, WeChat Out Credits will be deducted automatically from the Credit balance in your User Account. We do not allow your User Account's WeChat Out Credit balance to be overdrawn, i.e. you will not be able to make any calls to Voice Services if there are insufficient WeChat Out Credits in your User Account. If you make a call and there are insufficient WeChat Out Credits in your User Account to continue your call: (a) your call will be disconnected; and (b) you will need to purchase additional WeChat Out Credits before you can continue the call or make additional calls.
Any WeChat Out Credits that you purchase will be credited to your User Account at the time your payment is received by us (or if you are using our credit voucher or gift card, at the time you redeem such credit voucher or gift card with us). WeChat Out Credits can only be used to make calls to Voice Services within WeChat Out – it cannot be used for any other purposes, within or outside of WeChat Out. You will not be able to transfer any WeChat Out Credits in your account to any other users for any reason.
Call Rates
We may charge you different rates of WeChat Out Credits depending on the country and/or type of Voice Service that you are calling (such rates being the "Call Rates”). The Call Rates are set out within your WeChat Out "Account" page.
We may change the Call Rates at any time upon publication within WeChat Out. Such new Call Rates will apply to your use of WeChat Out after 14 days following the date of such publication. Please check the latest Call Rates before using WeChat Out to call Voice Services.
Our Call Rates are charged on a per-minute basis. We will not charge you for the first 5 seconds of your call. As an example only – if you are calling a Voice Service and the relevant Call Rate is HKD1 per minute, then:
we will not charge you if the call duration was 5 seconds or less;
we will charge you HKD1 if the call duration was between 6 seconds and 1 minute 5 seconds;
we will charge you HKD2 if the call duration was between 1 minute 6 seconds and 2 minutes 5 seconds; and
we will charge you HKD3 if the call duration was between 2 minutes 6 seconds and 3 minutes 5 seconds.
Promotional Offers
We may from time to time offer you free WeChat Out Credits for Voice Services via promotional offers, such as by you referring WeChat Out to other users or for limited trial periods. Such promotional offers are made available at our discretion and subject to any terms and conditions notified to you.
We reserve the right to:
withdraw any promotional offers at any time or in accordance with the promotional offers' terms and conditions; and/or
charge you for any promotional WeChat Out Credits at our standard Call Rates (that were applicable during the relevant period) if we determine at our discretion that you are abusing the terms of such promotional offers, including through any usage by you of any devices, proxies or other technologies or anonymous IP address that prevents us from identifying you as a unique user.
Automatically, recurring or subscription-based charges
We may from time to time make available payment methods to you for automatically, recurring or subscription-based charges. Where we do so, you agree that (subject to applicable laws and regulations):
such purchases or payments are generally made by you on an advance basis. Unless the purchase was on a subscription basis, we will notify you prior to any automatic renewals;
you authorise us to: (a) save your chosen payment method's information (e.g. credit card information) on our systems; and (b) bill your chosen payment method for the relevant time-periods as chosen by or notified to you;
if any payment made via your chosen payment method is rejected, denied or returned unpaid for any reason: (a) we may suspend your use of WeChat Out until payment is properly processed; and (b) you are liable to us for any fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may automatically charge you for such amounts); and
we will provide you with further instructions within WeChat Out regarding how you may update or cancel the relevant payment method.
Tax
All Call Rates are inclusive of applicable taxes (including any value-added taxes), unless otherwise stated within WeChat Out.
Validity Period of WeChat Out Credits
Any WeChat Out Credits that you:
have purchased from us – are valid until they are used by you; and
received from us as part of a promotional offer – are valid for fifteen (15) days from their date of issuance, unless we have notified any other validity period to you. If you do not use such promotional WeChat Out Credits within such validity period, we may (at our discretion) delete such WeChat Out Credits from your User Account. If we delete your WeChat Out Credits, you will no longer be able to use them.
Billing and Error in Charges
We will provide clear and accurate billing records for you within WeChat Out, in relation to your use (and our charges for your use) of WeChat Out to call Voice Services.
If you believe that we have charged you in error, and subject to applicable laws and regulations: (a) you must contact us within 30 days of the date of the relevant charge; and (b) no refunds will be given for any erroneous charges after such 30 days period.
If WeChat Out is terminated
If we terminate for our convenience either WeChat Out or your User Account, we will refund any unused WeChat Out Credits that you have purchased from us based on the currency conversion rate we applied at the time of your purchase. We will not refund to you any unused WeChat Out Credits: (a) that were not purchased by you; or (b) where we terminate WeChat Out or your User Account for any reasons other than for our convenience.
We will process such refund in accordance with applicable laws and regulations, and the relevant refund arrangements will be notified to you within a reasonable period of time. You acknowledge that we may not be able to process any refunds for you unless you provide your accurate payment information to us.
Other than as set out in this "If WeChat Out is terminated" section and subject to applicable laws and regulations, we have no liability to you in relation to any termination or suspension of WeChat Out or your User Account.
No refunds
Subject to applicable laws and regulations and except as otherwise specified either in this Agreement or within WeChat Out, all payments made by you to us in relation to your use of WeChat Out are non-refundable.
Any refund requests pursuant to the above paragraph must be made by you in accordance with the relevant processes as detailed within WeChat Out from time to time.
YOUR INFORMATION
We will not disclose any information you disclosed or transferred to us without your consent, except:
for the prevention or detection of crime or the apprehension of offenders;
as may be authorised by or permitted under any applicable laws and regulations; or
as otherwise set out in the WeChat Privacy Policy.
We will not use information provided by you to us or obtained in the course of offering WeChat Out to you, other than for and in relation to WeChat Out and/or as stated in the WeChat Privacy Policy.
GENERAL, GOVERNING LAW AND DISPUTE RESOLUTION
As contemplated by the "This Agreement" section above, the "General" and "Governing Law and Dispute Resolution" sections of the WeChat TOS apply entirely to this Agreement, except as otherwise specified for your jurisdiction by the relevant "Country-Specific Terms" section below.
CUSTOMER SERVICE HOTLINE
If you have any questions or comments relating to WeChat Out, or if you need to notify us in relation to any matters under this Agreement, please contact us via our customer service email: help@wechat.com. We will use reasonable efforts to respond to all such queries within 7 days.
COUNTRY-SPECIFIC TERMS – UNITED STATES OF AMERICA
If you are a user of WeChat Out in the USA, the below terms: (a) are incorporated into this Agreement; (b) apply to your use of WeChat Out; and (c) override this Agreement's head terms to the extent of any inconsistency.
Governing law and dispute resolution
The following terms of this section expressly replaces the "Governing law and dispute resolution" section of the WeChat TOS.
If you live in (or, if a business, your principal place of business is in) the United States, the laws of the state where you live govern all claims, regardless of conflict of law principles, except that the Federal Arbitration Act governs all provisions relating to arbitration. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts of California, for all disputes arising out of or relating to this Agreement that are heard in court (excluding arbitration).
YOU AGREE TO IRREVOCABLY WAIVE JURY TRIAL AND CLASS ACTIONS PURSUANT TO THE "WECHAT TERMS OF SECRVICE (USA-SPECIFIC TERMS)" SECTION OF THE WECHAT TOS.
In the event of a dispute, you and we agree to try for sixty (60) days to resolve it informally. If you and we are unable to come to informal resolution within sixty (60) days, you and we agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA") (with such arbitration to be conducted under the AAA's Commercial Arbitration Rules), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of appeal under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, and nor is combining individual proceedings without the consent of all parties. The terms of this Agreement govern to the extent they conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules. You and we must file in arbitration any claim or dispute (except intellectual property disputes) within one year from when it first could be filed. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of these provisions regarding arbitration is found to be illegal or unenforceable, that provision will be severed but the rest of these provisions regarding arbitration still apply.
If you have any queries in relation to this Agreement or WeChat Out, please contact us at: Tencent America, 661 Bryant Street, Palo Alto CA 94301 or on the general WeChat Out help email address, help@wechat.com.
COUNTRY-SPECIFIC TERMS – SINGAPORE
If you are a user of WeChat Out in Singapore, the below terms: (a) are incorporated into this Agreement; (b) apply to your use of WeChat Out; and (c) override this Agreement's head terms to the extent of any inconsistency.
Contracting entity for this Agreement
As set out under the "Contracting entity" section of this Agreement, by using WeChat Out, you are agreeing to be bound by this Agreement between you and WeChat International Pte. Ltd., a Singaporean company with its registered address at 10 Anson Road, #21-07 International Plaza, Singapore 079903.
Except for us and our affiliates (including Tencent International Service Pte. Ltd.), a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53 B) (Rev Ed 2002) to enforce any term of this Agreement.
Charges and payments
You will not be liable to pay for any Voice Services that you did not consent to receiving.
Governing law and dispute resolution
If we are unable to resolve any dispute relating to WeChat Out, either you or we may:
refer the matter to the Small Claims Tribunal in Singapore, if the matter is within that body’s jurisdiction;
jointly submit the dispute to arbitration as set out in the WeChat TOS; or
submit the dispute to any court of competent jurisdiction.
Information collected from Organisations
If you are an Organisation (as defined in the WeChat TOS), the following terms apply:
you consent to the collection, use and disclosure of Subscriber Information (as hereinafter defined) by us and our affiliates for the purposes set forth in the WeChat Privacy Policy, and notwithstanding that any such Subscriber Information may or may not constitute personal data. You may withdraw your consent to our collection, use and disclosure of your Subscriber Information by contacting our Privacy Officer (using the contact details as set out in the WeChat Privacy Policy);
you consent to your Subscriber Information being collected, used and disclosed by any third party in connection with any assignment, novation, sale or acquisition of any business, assets or shareholdings of ours as well as for the purposes of developing and marketing any goods or services; and
for the purposes of these Country Specific Terms, "Subscriber Information" shall mean all information that we obtain as a result of your use of WeChat Out or as comprised within any Information (as defined in the WeChat Privacy Policy).
COUNTRY-SPECIFIC TERMS – MALAYSIA
If you are a user of WeChat Out in Malaysia, the below terms: (a) are incorporated into this Agreement; (b) apply to your use of WeChat Out; and (c) override this Agreement's head terms to the extent of any inconsistency.
Contracting entity for this Agreement
As set out under the "Contracting entity" section of this Agreement, by using WeChat Out, you are agreeing to be bound by this Agreement between you and WeChat Malaysia Sdn Bhd, a Malaysia-registered company with its address at Suite 2-4, Level 2, Tower Block, Menara Milenium, Jalan Damanlela, Pusat Bandar Damanasara, 50490 Kuala Lumpar, Wilayah Persekutuan.
COUNTRY-SPECIFIC TERMS – INDIA
If you are a user of WeChat Out in India, the below terms: (a) are incorporated into this Agreement; (b) apply to your use of WeChat Out; and (c) override this Agreement's head terms to the extent of any inconsistency.
Privacy Policy
For the purposes of this Agreement, you agree that: (a) "reasonable security practices and procedures" means the WeChat Privacy Policy and the security procedures we implement to safeguard your Personal Information; and (b) accordingly, the rules of the Government of India notified under section 43A of the Information Technology Act, 2000 are hereby excluded.
COUNTRY-SPECIFIC TERMS – EUROPEAN UNION
If you are a user of WeChat Out in the European Union, the below terms: (a) are incorporated into this Agreement; (b) apply to your use of WeChat Out; and (c) override this Agreement's head terms to the extent of any inconsistency.
Refund of WeChat Out User Credits
You may receive a refund for any unused WeChat Out Credits purchased by you, if we receive such request from you within 14 days from the date you completed the relevant purchase. If you have already used a portion of the relevant WeChat Out Credits, you will receive a refund for the unused portion only.
We set out further information within WeChat Out in relation to how you can submit any refund requests.
Dispute Resolution
Notwithstanding the "Governing Law and Dispute Resolution" section of the WeChat TOS, if you are a "consumer" as defined under the EU Direction 83/2011/EU, any dispute, controversy or claim (whether in contract, tort or otherwise) between Tencent International Service Pte. Ltd. and you, arising out of, relating to, or in connection with this Agreement will be referred to and finally resolved by the court of your place or residence or domicile.