CHIPPLY TERMS AND CONDITIONS OF USE
Effective Date: June 1, 2018
Welcome to the Chipply.com website (the "Site"), operated by Chipply, LLC ("Chipply," "we" or "us").
By accessing or using the Site, viewing any of the Site’s content (the "Site Content"),
or using the Site to (a) build or launch your Stores as a Dealer; (b) add or modify content
to your Stores (as defined further below); (c) use any of our support services to meet all your store
creation and fulfillment requirements; (d) communicate with End Users or Dealers regarding the provision
and sale of products and services; or (e) to place an order for goods or services through a Store
(collectively, the "Services"), you signify that you have read, understand and agree to be bound by these
terms and conditions of use (the "Terms and Conditions"), which also include the Privacy Policy, incorporated
herein by this reference (together with the Terms and Conditions, the "Agreement"). For purposes of this Agreement,
the term "Site" includes all Stores.
We reserve the right, at any time, to add to, change, update or modify these Terms and Conditions.
Any such change, update, or modification will be effective immediately upon posting on the Site.
We will provide you notice by email or by posting an announcement on the Site so that you will
know to review the revised Terms and Conditions in the event any changes, additions, updates,
or modifications are made to these Terms and Conditions. However, it is your responsibility
to review these Terms and Conditions from time to time to ensure that you continue to agree
with them and the content, functionality and output of the Site and Services as each time
you access the Site or utilize the Services, you agree to be bound by the then-current
Terms and Conditions at your time of use.
PLEASE READ THESE THE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION
REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
USE OF THE SITE:
The Site is intended solely for use as foreseen by Chipply, including a user obtaining the Services
through the Site. You may be required to register on the Site in order to access certain features
and Services of the Site. During registration, you will be assigned a username and password through
the Site’s registration process. You are responsible for keeping your username and password confidential.
You are responsible for all activities (whether by you or by others) that occur under your password
and account. You agree to notify us immediately of any unauthorized uses of your account or any
other breach of security. Chipply will not be liable for any loss or damage arising from your
failure to keep your account information protected.
By registering on the Site, you represent and warrant that your information is true
and accurate.
You agree not to submit false information such as name, email,
mailing address, and telephone number when registering on the Site. By registering
on the Site, you consent to receive periodic communication from Chipply regarding
the status of your account or other information associated with your account or
the Services. If you are registering or using the Services for an organization,
you are agreeing to this Agreement on behalf of that organization, and you
represent and warrant that you have the authority to do so. If you do not agree
to all the terms of the Agreement, you may not use or access the Services.
The registration process will categorize you into one of the following user profiles:
- an "End User," a visitor, customer or user of a Chipply-powered Store (defined below); or
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a "Dealer," a provider of products or services seeking to use the
Site to create and maintain an online team store powered by Chipply’s web platform
("Store") for specific groups of End Users.
The Site shall not be used by anyone under the age of thirteen (13). By accessing and using the
Site or its resources, you represent and warrant that you are thirteen (13) or older.
All data entered into your profile during registration or through your use of the Site
is subject to the Site’s Privacy Policy you agree to during registration.
USER CONTENT:
Chipply provides the Site and Services for connecting End Users with Dealers.
Dealers use Chipply’s platform to build and launch Stores. The success of the Site
and the Services relies upon (a) End Users submitting and maintaining accurate
and up-to-date data profiles for their accounts, and (b) Dealers establishing
and maintaining their online stores to accurately describe the goods or services
provided and adhering to privacy practices for their stores that are in compliance
with Chipply’s Privacy Policy. This includes protecting personal information
that End Users submit. The proper and efficient functioning of the Site
on this user content. Chipply assumes no responsibility regarding the accuracy
of the information that is provided by Dealers or End Users and use of such
information is at your own risk. If Chipply discovers or believes your user
information, profile or any content you provide is misleading, inappropriate
or in error, Chipply reserves the right to remove such content without notice.
Chipply has no obligation to monitor the Site and under no circumstances shall
Chipply be responsible for any failure to remove, or delay in removing, harmful,
inaccurate, unlawful, or otherwise objectionable content on the Site originating
with or otherwise provided through a store powered by Chipply’s web platform. If
you find user content, other than your own, that you believe to be in violation
of these Terms and Conditions, you may contact Chipply, and Chipply will, at its
discretion, evaluate and potentially take corrective action with regard to the content or data.
FOR DEALERS:
Your Chipply platform-powered Stores and your End Users are your responsibility.
Your Stores will have their own End Users. You understand and agree that your
Stores and your End Users are your responsibility, and you are solely responsible
for compliance with any laws or regulations related to your Stores and/or your End Users.
You understand and acknowledge that you own and are responsible for the content you post,
create, or offer for sale, including, for example, product artwork, images, logos, and text.
We will not be liable for any errors or omissions in any of your content. We are not
liable for, and will not provide you with any legal advice regarding your Stores or your
End Users.
This does not limit or affect any liability we may have
to you separately for any breach of the other provisions of this Agreement.
Dealers will obtain any necessary consents or licenses from third-parties who
may have legal interests in the products marketed and sold the Dealer’s Stores.
You understand and agree that by posting your content in your Stores, Chipply will
not be violating any third-parties’ rights, including, for example, any trademarks,
publicity rights, contract rights, or any other intellectual property or proprietary rights.
Any royalties or licensing on your content are your responsibility. You will pay all
royalties and other amounts owed to any person or entity based on your content or on
our hosting of that content through Chipply’s platform.
USER CONDUCT:
You represent and warrant that no materials of any kind submitted to the Site will
violate or infringe upon the rights of any third party, including (copyright, trademark,
privacy, publicity or other personal or proprietary rights); or contain libelous, defamatory
or otherwise unlawful material. You acknowledge and understand that the Site is designed
to connect parties to obtain or provide products and services, and by its nature may
result in interaction between End Users and Dealers, both within the Site and offline.
Accordingly, you agree to conduct yourself respectfully, professionally, ethically,
and otherwise reasonably at all times as you interact with other users you are
connected with through the Site.
In addition to the above, you represent and warrant you will not:
- use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
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upload, post, transmit, share, store or otherwise make available any content
that we deem to be harmful, threatening, unlawful, defamatory, infringing,
abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive
of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
-
impersonate any person or entity, or falsely state or otherwise misrepresent yourself,
the entity, be it corporate or physical in nature, or your affiliation with any person,
facility or entity;
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upload, post, transmit, share or otherwise make available any unsolicited or unauthorized
advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters,"
"pyramid schemes," or any other form of solicitation;
-
upload, post, transmit, share, store or otherwise make publicly available on the Site
any private information such as Social Security numbers and credit card numbers;
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solicit personal information from anyone under 13 or solicit passwords or personally
identifying information for commercial or unlawful purposes;
-
upload, post, transmit, share or otherwise make available any material that
contains software viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer software or hardware
or telecommunications equipment;
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intimidate or harass another user;
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upload, post, transmit, share, store or otherwise make available content
that would constitute, encourage or provide instructions for a criminal offense,
violate the rights of any party, or that would otherwise create liability or violate any local,
state, national or international law;
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use or attempt to use another’s account, service or system without authorization,
or create a false identity on the Site;
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upload, post, transmit, share, store or otherwise make available content that,
in our sole judgment, is objectionable or which restricts or inhibits any other
person from using or enjoying the Site, or which may expose Chipply or its users
to any harm or liability of any type; or
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post anything that exploits children or minors or that depicts cruelty to animals.
LINKS TO THIRD PARTY SITES:
The Site may contain links to other websites ("Third Party Sites")
as well as articles, photographs, text, graphics, pictures, designs,
music, sound, video, information, applications, software and other
content or items belonging to or originating from third parties
(the "Third Party Site Content"). We do not control or monitor such
Third Party Sites or Third Party Site Content, and we are not responsible
for any Third Party Sites or Third Party Site Content accessed through
the Site. Inclusion of, linking to or permitting the use or installation
of any Third Party Site or any Third Party Site Content does not
imply approval or endorsement thereof by us. If you decide to leave
the Site and access the Third Party Sites, you do so at your own risk
and you should be aware that this Agreement no longer applies.
PROPRIETARY RIGHTS:
Chipply’s Limited License to You:
The Site and all materials available on it (except for Third Party Site
Content, Dealer uploaded content, or End-User uploaded content) are
the property of Chipply or its licensors, or its users, and are
protected by copyright, trademark and other intellectual property laws.
Chipply provides the Site solely for the purpose of facilitating
connections between End Users and Dealers of products or services.
You may not use the content of the Site in any manner or for any purpose
that is inconsistent with this purpose or that would otherwise constitute
infringement of Chipply’s or its licensors’ intellectual property rights.
You may download and/or print one copy of individual pages of the Site
or documents made available to you through the use of the Services. You
may not reproduce or distribute any materials obtained from the Site or
the Services except for reproductions or distribution of the materials
for your Dealer or End User purposes related to participating in platform
provided by the Site and the Services.
Your License to Chipply:
By registering for an account, creating Stores, posting or submitting
any information or content (including, without limitation, text,
photos and videos) to Chipply or another user via the Site or otherwise,
you are representing that the information or material is truthful, that
you are the owner of the content, or are making your posting or submission
with the express consent of the owner of the content. You grant Chipply,
other registered users, and anyone authorized by us, a royalty-free,
perpetual, irrevocable, non-exclusive, unrestricted, worldwide license
to use, copy, modify, transmit, exploit, create derivative works from,
distribute, and/or publicly perform or display the material for the
purpose of performing the Services or in furtherance of a Customer
or Dealer entering into an agreement for products or services.
FEDERAL AND STATE LAWS:
When using the Site, or on the Site or in any other media selected
by Chipply, you represent and warrant you will obey and comply
with all applicable federal, state and local laws. The Site was
created and will be operated from the United States. Any use of the
Site that violates any applicable laws will be grounds for discontinuing
your rights to access the Site.
RELATIONSHIP OF THE PARTIES:
You agree that nothing in this Agreement will create any partnership,
joint venture, agency, franchise, sales relationship, or employment
relationship with Chipply. You will have no authority to make or accept
any offers or representations on our behalf or on the behalf of other
users of the Site.
TERMINATION:
Chipply may terminate your Store or your Account, delete your Chipply
profile on the Site and any content or information that you have
posted on the Site and/or prohibit you from using or accessing the
Site or Services for any reason, at any time, and in its sole
discretion, with or without notice.
PRIVACY POLICY:
Chipply respects your privacy. A complete statement
of Chipply’s current privacy policy can be found at:
Privacy Policy. Chipply’s
Privacy Policy is expressly incorporated into this Agreement by this reference.
DISCLAIMER:
THE INFORMATION AND SERVICES OFFERED ON OR THROUGH THE SITE
AND ANY REFERENCED THIRD-PARTY SITES ARE PROVIDED "AS IS"
AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
THIS INCLUDES ANY LISTING OF ANY THIRD PARTY GOODS OR SERVICE
PROVIDER INCLUDED IN THE SITE. YOU ASSUME THE RISK OF ANY AND
ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE.
ANY THIRD PARTY GOODS OR SERVICE PROVIDER IS SUPPLIED AS A
CONVENIENCE TO THE USER AND LISTING DOES NOT CONSTITUTE SPONSORSHIP,
AFFILIATION, PARTNERSHIP, OR ENDORSEMENT. CHIPPLY SHALL HAVE NO
LIABILTY TO A USER FOR ANY DAMAGES RELATED TO A BREACH OF A CONTRACT
ENTERED INTO BETWEEN A CONSUMER AND A DEALER FOR PROVIDING PRODUCTS
OR SERVICES, FAILING TO PERFORM OR PROVIDING INADEQUATE GOODS OR
SERVICES. CHIPPLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO
THE FULLEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT. CHIPPLY DOES NOT WARRANT OR MAKE
ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE
OF THE SITE, OR ANY MATERIAL ON THE SITE IN TERMS OF ITS CORRECTNESS,
ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. CHIPPLY DOES
NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS OR THAT
THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
THE INFORMATION AND SERVICES OFFERED ON OR THROUGH THE SITE
AND ANY REFERENCED THIRD-PARTY SITES ARE PROVIDED "AS IS" AND
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
THIS INCLUDES ANY LISTING OF ANY THIRD PARTY GOODS OR SERVICE
PROVIDER INCLUDED IN THE SITE. YOU ASSUME THE RISK OF ANY
AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE.
ANY THIRD PARTY GOODS OR SERVICE PROVIDER IS SUPPLIED AS A
CONVENIENCE TO THE USER AND LISTING DOES NOT CONSTITUTE SPONSORSHIP,
AFFILIATION, PARTNERSHIP, OR ENDORSEMENT. CHIPPLY SHALL HAVE NO
LIABILTY TO A USER FOR ANY DAMAGES RELATED TO A BREACH OF A CONTRACT
ENTERED INTO BETWEEN A CONSUMER AND A DEALER FOR PROVIDING PRODUCTS
OR SERVICES, FAILING TO PERFORM OR PROVIDING INADEQUATE GOODS OR
SERVICES. CHIPPLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO
THE FULLEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
AND NON-INFRINGEMENT. CHIPPLY DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE,
OR ANY MATERIAL ON THE SITE IN TERMS OF ITS CORRECTNESS, ACCURACY,
TIMELINESS, RELIABILITY OR OTHERWISE. CHIPPLY DOES NOT WARRANT THAT
THE SITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF
THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
LIMITATION ON LIABILITY:
CHIPPLY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, IN NO EVENT SHALL CHIPPLY OR ITS MEMBERS,
OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU FOR DAMAGES
OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS
OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN
CONNECTION WITH YOUR CHIPPLY-POWERED STORE, YOUR USE OF THE SITE
OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY CHIPPLY.
THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES
ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL
THEORY OR FORM OF ACTION.
INDEMNITY:
You agree to indemnify, defend, and hold harmless Chipply,
its affiliates, officers, directors, employees, consultants,
agents, and representatives from any and all third party claims,
losses, liability, damages, and/or costs (including reasonable
attorney fees and costs) arising from your access to or use of
the Site, your violation of these Terms and Conditions, or your
infringement, or infringement by any other user of your account,
of any intellectual property or other right of any person or
entity. We will notify you promptly of any such claim, loss,
liability, or demand, and will provide you with reasonable
assistance, at your expense, in defending any such claim,
loss, liability, damage, or cost.
COPYRIGHT COMPLAINTS:
While Chipply is not responsible for Dealers’ Store content
or liable for any Dealer violation of third party intellectual
property rights, we respect the intellectual property of others.
If you believe that your work has been copied in a way
that constitutes copyright infringement, please provide
Chipply’s copyright agent with the following information.
- An electronic or physical signature of the person authorized to act
on behalf of the owner of the copyright interest;
-
Description of the copyrighted work that you claim has been infringed;
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The location of the material that you claim is infringing is located on the Site;
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Your address, telephone number and e-mail address;
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A statement that your claim of infringement is based on a good faith belief; and
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A statement made under penalty of perjury, that the information you
have provided is accurate and that you are the copyright owner or
authorized to act on the copyright owner’s behalf.
Chipply’s copyright agent for notice of claims of copyright infringement on the
Site can be reached as follows: teamchipply@chipply.biz
GOVERNING LAW:
These Terms and Conditions shall be construed in accordance with and
governed by the laws of the State of Wisconsin, and you hereby irrevocably
consent to the exclusive jurisdiction of the state or federal courts in
Milwaukee, Wisconsin, for all disputes arising out of or related to the use of the Site.
SEVERABILITY; WAIVER:
If, for whatever reason, a court of competent jurisdiction
finds any term or condition in this Agreement to be unenforceable,
all other terms and conditions will remain unaffected and in full
force and effect. No waiver of any breach of any provision of this
Agreement shall constitute a waiver of any prior, concurrent, or
subsequent breach of the same or any other provisions hereof, and
no waiver shall be effective unless made in writing and signed
by an authorized representative of the waiving party.
CHANGE OF CONTROL:
In the event of a change of control of Chipply or the sale of
substantially all of Chipply’s assets, all rights of Chipply hereunder shall be transferable without notice to you.
ENTIRE AGREEMENT:
Except for a separate license agreement between you and Chipply,
this Agreement constitutes the entire agreement between you and
Chipply regarding the use of the Site. Should there be a conflict
between the terms of such separate license agreement between you and
Chipply and the Agreement, the terms of such separate license
agreement shall control.
PROTECTED BY RECAPTCHA:
This site is protected by reCAPTCHA and the Google
Privacy Policy and
Terms of Service apply.
CONTACT US BY EMAIL:
To ask questions or comment about these Terms and Conditions, contact us at:
teamchipply@chipply.biz or 833-230-3882