Terms of Service
Last updated: August 2, 2024
BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS APPLY TO THESE TERMS, AS SET FORTH BELOW.
1. Welcome to chirp
Welcome — it’s great to have you join us! By accessing or viewing the hellochirp.com website (the “Website”) and using any of the services offered on the Website, including by creating or accessing any Creator Pages (as defined below), and accessing and any media channel, software extension, or application related to the Website or Creator Pages (“Services”), you acknowledge that you understand and agree to these Terms of Service (“Terms”).
By agreeing to these Terms, you also represent and warrant that you are at least 18 years of age. Our Services are not intended for those under the age of 18. If you are accessing our Services on behalf of someone else, you acknowledge that you have their permission to do so.
These Terms, along with any referenced policies or other documents linked here or elsewhere on the Website, form a binding legal agreement between you (sometimes referred to as a “User” or “you”) and Get Chirp LLC, and its officers, directors, agents, employees, representatives, internal operating units, affiliates, parents, subsidiaries, sublicensees, successors and assigns, and independent contractors (“Chirp,” “we,” or “ours”). If you do not agree to the Terms, you are prohibited from using the Website or the Services, and you must discontinue use immediately.
2. Changes to the Terms and Services
We may modify, add, or delete portions of these Terms at any time. Your use of the Services and Website after changes have been posted on the Website means you agree to the changes.
We may also change the Services at any time, in any manner. For example, we may add, modify, or remove features, update the functionality of the Services, or modify how our Services are provided. Any future release, update, or other addition to the Services will be subject to these Terms, unless and until an updated set of Terms is posted. We may also suspend or terminate the Services for any reason, without notice, at any time.
3. General Information
When you access the Website or Services, you agree to comply with our Terms. You also agree to comply with all other Website policies or requirements. In addition, you agree to abide by all laws, rules, and regulations when registering for, accessing, or using the Services. You may not engage in unfair, malicious, or fraudulent behavior or any conduct that is harmful or harassing.
If you violate the security of our Website or the Services, you may face criminal and/or civil liability. We may investigate incidents involving such violations, and we will cooperate with law enforcement if we suspect a criminal violation has occurred, but we have no obligation to monitor your access to, or use of, the Website or Services for violations of the Terms. We also have no obligation to review any content you submit to us, but we do have the right to monitor your access and use of the Services and any content you submit for the purpose of operating and improving the Services to ensure your compliance with the Terms, and to comply with the law or any governmental, investigatory, or administrative body.
4. Influencer Accounts and Bios
If you are a user who wishes to create a Creator Chirp Page (“Creator Page”), you must create an account and receive approval from us. (A user who has created a Creator Page will be referred to specifically in these Terms as a “Creator,” or “their,” and a Creator will also be bound by all other Terms that apply to any other “User,” often defined throughout these Terms as “you”). For the avoidance of doubt, Chip has the sole discretion to approve, disapprove, or deactivate any Creator Page, at any time.
Not all Creator Pages will be approved for monetization. Creator Pages will be approved for monetization and receipt of payments (as set forth in Section 5 below) only if: the user has more than 500 followers on either Instagram, TikTok, or YouTube; the proposed content for the Page (i) is not defamatory, libelous, or constitutes trade disparagement or libel; (ii) is not profane, lewd, or obscene to a reasonable person; (iii) does not promote violence or hate speech; or (iv) does not involve gambling, sweepstakes, Ponzi schemes, pyramid schemes, multi-level marketing campaigns, digital currencies, cryptocurrencies, or similar activities.
The following Terms apply only to Creators who have created a Page; if you are a User that wishes to browse the Website or simply view a Creator Page, the Terms in this Section do not apply to you.
Creator agrees to provide accurate and current information in their Page at all times, including their legal name. Creators may not use the name of another person that is not their legal identity. We receive the right to request additional information or documentation from you to verify your identity, although we have no liability for failing to do so. If it comes to our attention that a Creator has misappropriated the name of another person, we have the right to suspend or cancel that Creator’s user account at our sole discretion.
Creators may post other Content on a Page only if they have the legal right to do so. Creators are solely responsible for ensuring that they have all rights and licenses to post Content on their Pages. In no event is an Creator authorized to, and it will be deemed a material breach of this Agreement if, they directly or indirectly use the Website, Services, or Creator Page to:
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infringe on any third party’s copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or any third-party right of publicity or privacy, including by using any third-party content without having secured any and all rights, consents, licenses, waivers, and clearances required from and the express prior documented authorization of such third party;
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generate or facilitate visits to websites that appear to be based on fraudulent or deceptive practices, including the use of robots or other automated tools to generate unintended user requests, to open windows without a direct user click or authorization, and/or to redirect a user to a website such user did not intend to visit;
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generate Content or share information on a Creator Page that involves the transmission of “spam,” or unsolicited mass emails or text messages;
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use optimization services and/or software to fraudulently-alter information regarding advertising results;
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advertise any substances, services, products, or materials that are illegal or prohibited in any state or country or other jurisdiction;
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violate any applicable law, statute, ordinance, rule, or regulation, including but not limited to, the laws and regulations governing: (i) misleading, false, or deceptive advertising; (ii) online advertising or marketing; (iii) anti-discrimination; (iv) unfair competition; or (v) export control;
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violate any applicable internet browser policies, procedures, or rules;
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disseminate Content that: (i) is defamatory, libelous, or constitutes trade disparagement or libel; (ii) is profane, lewd, or obscene to a reasonable person; (iii) consists of an adult nature or products of an adult nature, including images, videos or text portraying nudity, sexual acts, drugs, adult toys, or contraceptives; or (iv) promotes violence or hate speech;
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disseminate Content that involves gambling, sweepstakes, Ponzi schemes, pyramid schemes, multi-level marketing campaigns, digital currencies, cryptocurrencies, or similar activities;
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disclose any person’s personal identifiable information, including without limitation, name, address, social security number, telephone number, email address, content information, password, credit card, bank account, or other personal information;
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provide material support or resources to any organization designated by the United States as a foreign or domestic terrorist organization;
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disseminate viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines that if downloaded could cause harm (intentionally or unintentionally) to the Website, Services, or a consumer user’s computer;
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use any program, spider, “bot,” or other automatic device to gather information from the Website or Services, or engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity that is intended to obtain user information, portions of a database, or content or information from the Website or Services.
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take any action that imposes an unreasonable or disproportionately large load on our or the Website infrastructure;
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reverse engineer, disassemble or decompile any Chirp prototypes or
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software, any other systems, information, materials or objects that are provided to you or to which you are granted access to;
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engage in any other conduct or practices that Chirp, after considering established industry standards but in its sole discretion, believes to be misleading, deceptive, fraudulent, unfair, damaging to Chirp’s consumer users, damaging to Chirp’s business, or otherwise inappropriate or unacceptable in any way.
If we believe, in our sole discretion, that a Creator has engaged in any violation of any of the foregoing terms, that Creator’s Page may be immediately suspended or removed, certain Creator Page Content may be removed, and their account access may be terminated. Violations of the above terms may also subject a Creator to other legal consequences and damages, including direct and indirect damages under contract, equity, law, tort, and otherwise.
Creators further represent and agree that:
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the information they have provided, or will provide in a Creator Page, is and will be accurate and complete and will be updated at all times to maintain its accuracy, currency, and completeness;
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they hold, and will maintain, all rights, consents, licenses, waivers, clearances, requisite approvals, permits, and/or necessary filings, and all authority required to produce, deliver, and display the Creator Page Content, and that they authorize Chirp to use, store, reproduce, display, transmit, and distribute the Creator Page Content;
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Their use, storage, reproduction, display, transmission, or distribution of the Content on a Creator Page, and any website(s) linked to or through a Creator Page, and products or services to which users are directed through a Creator Page, will not, in any state, country, or other jurisdiction where the Content is, or may be displayed, violate any applicable law, statute, regulation, rule, or ordinance;
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They will comply with all Federal Trade Commission (“FTC”) guidelines concerning the disclosure of affiliate links.
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They will not, nor will they authorize any third party to: (i) infringe upon or misappropriate Chirp’s intellectual property embodied within or relating to Website, Services, or any other website or operations of Chirp or its affiliates; (ii) copy, clone, reverse engineer, decompile, disassemble, or otherwise attempt to gain unauthorized access to or derive the source code of Chirp’ Website or any other website or operations of Chirp or its affiliates; or (iii) hack, interrupt, interfere with or damage the operation of the Website, Services, or any other website or operations of Chirp or its affiliates;
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They are solely responsible for any visitors to their Creator Page, including anyone who purchases goods or services through the Creator Page (“Visitors”). Chirp is not responsible for any Content, products, or services made available through a Creator Page, and Creators bear sole responsibility for how Visitors interact and engage with Creator Content and Creator Pages, and for ensuring compliance with all applicable laws concerning Page Visitors and any transactions conducted between Creators and any Visitors via a Creator Page; and
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They will not violate the “Program Prohibitions” in these Terms.
Creators also agree to maintain and safeguard their user credentials and password. By agreeing to these Terms, Creator acknowledges and agrees that they are responsible for all activities that relate to their account and Creator Page.
5. Influencer Payments; Consent to Advertising Campaigns
By creating an Creator Page, Creator agrees that Chirp may use any Creator Page to engage in “Advertising Campaigns,” which are sales and promotional campaigns involving any entity that has retained Chirp to assist with advertising to direct audiences via Chirp’s websites and applications (an “Advertiser”). Creator agrees that Chirp has the sole discretion to place advertisements on any Page. If Creator does not wish to allow Chirp to engage in Advertising Campaigns on a Creator Page, Creator should not create a Creator Page or use the Website or Services.
The following Terms apply only to Approved Creators who have created a Creator Page and whose Creator Page has been approved by Chirp for use with Advertising Campaigns (“Approved Creators”). If you are a User that wishes to browse the Website or to browse an Creator Page, these Terms in this Section do not apply to you.
Subject to an Approved Creator’s ongoing compliance with these Terms, and during such period as an Approved Creator Page is active, an Approved Creator will be entitled to receive a percentage of charges collected by Chirp applicable to “Advertiser Receipts” deriving specifically from Advertising Campaigns that Chirp runs on the Approved Creator’s Page (“Fees”). “Advertiser Receipts” are funds Chirp receives from Advertisers as part of the Advertising Campaigns that Chirp may run on an individual Approved Creator’s Page, less any applicable overhead expenses, costs, refunds, reductions, fraudulent traffic, or taxes, which will be calculated in Chirp’s sole discretion. The percentage of Fees payable to an Approved Creator at any given time is variable and subject to change at Chirp’s sole discretion, and you agree that the actual Fees you receive could differ from any initial estimates.
The current Fee structure is based on a revenue share, and Approved Creators will earn 50% of Advertiser Receipts from Advertising Campaigns that Chirp runs on the Approved Creator’s Page, subject to Chirp’s sole discretion, and the limitations in these Terms.
No Fees will be earned or paid if the software detection and tracking applications used by Chirp indicate, or Chirp has reasonably determined, that any Fees arose from fraudulent or deceptive practices, or fraudulent traffic, including but not limited to the use of robots or other automated tools. All determinations as to Fees payable to Approved Creators will be made using Chirp’s measurements and by Chirp, in its sole discretion. Chirp will use commercially reasonable efforts to pay Fees, via the account information provided by an Approved Creator upon signup for a Creator Page, that Chirp determines are due to Creator with respect to any given calendar month within 60 days after that month. Payments will be made on the last Friday of each month where payment is due, and all payments are subject to a minimum $100 threshold. This means that if a payment of at least $100 is not owed, no payment will be made until that amount is reached.
Notwithstanding anything to the contrary set forth in these Terms, Chirp will not be obligated to pay for (and will be entitled to a refund or offset of future payments with respect to) any Fees, whether or not earned, during any period of an Approved Creator’s breach of these Terms, as solely determined by Chirp. For the avoidance of doubt, any such withholding and/or refund will not preclude the exercise of any other rights or remedies that Chirp may have available to it as a result of such breach, including but not limited to, claims for direct and indirect damages under contract, equity, law, tort or otherwise.
6. Sharing of Materials with Us
Do not send us any confidential, proprietary, or trade secret information unless we request it specifically. If you do create a Creator Page, post on a Creator Page, or send us any documents, creative works, or other content, including, without limitation, idea submissions, feedback, reviews, comments, questions, suggestions, business plans, know-how, techniques, products, concepts or demos in any media, including photographs, graphics, audiovisual media or other material (“Content”), you grant us an unrestricted, royalty-free, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sub-licensable right and license to copy, use, reproduce, adapt, modify, print, publish, translate, create derivative works from, create collective works from, and distribute, perform, display, license and sublicense (through multiple levels) the material in any media now known or invented thereafter, including for commercial purposes.
7. Proprietary Rights
The Website contains protectible content that is subject to copyrights, trademarks, service marks, trade dress, patents, moral rights, or other proprietary rights (“Protected Content”). You agree that these rights are protected in all forms, including in media and technologies existing now and developed in the future. You agree not to modify, publish, or exploit the Protected Content.
8. Privacy Policy
When you visit the Website and use the Services, we may use cookies and monitoring technologies to enhance your User experience. The collection and usage of your personal information is detailed in our Privacy Policy, which you should review before using the Website or using our Services.The Privacy Policy is incorporated into these Terms. You understand that through your use of the Website and Services, you consent to the collection and use of this information.
9. Third-Party Links and Privacy Policies
The Website and Services may contain links to third-party websites, offers, or other events and promotions that are not owned or controlled by us (“Linked Sites”). We do not endorse, sponsor, control, recommend, or other otherwise accept responsibility for the content of Linked Sites, nor do we make any express or implied warranties or representations about the content, or the currency, accuracy, or completeness of content, on any Linked Sites or the actions of third-parties. By following a link to a third-party website, be advised that the third-party website will be governed by different terms of use and a different privacy policy from that provided by us. Be sure to read and agree to those terms and policies. Accessing the Linked Sites is at your own risk.
10. The Services
When you use the Services, including any software, you agree that we may send you third-party content. We do not promote or endorse third-party content, and we are not affiliated with it. To stop receiving such third-party content, you must uninstall the software for the Services.
11. Claims of Infringement.
Do not hesitate to reach out if you believe anything on our Website or Services infringes on your intellectual property or proprietary rights. To contact us, please email us at [email protected].
12. Indemnification
In agreeing to the Terms, you also agree to defend, indemnify, and hold us harmless from and against any losses, claims, damages, costs, fines, penalties, settlements, or other liabilities, including reasonable attorneys’ fees and legal expenses, resulting from (i) use of the Website, Services and/or access to the Website and Services; (ii) any violation of these Terms; and (iii) violation of any law, rule, or regulation related to the Website or the Services, as well as your violation of any third-party right, including but not limited to any copyright, trademark, trade secret or privacy right.
13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR OWN RISK. THE CONTENT AND INFORMATION FOUND ON THE WEBSITE ARE PROVIDED “AS IS,” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTY REGARDING THE PRODUCTS, INFORMATION, OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE OR SERVICES; (2) ANY IMPLIED WARRANTIES OF MERCHANTABILITY; (3) ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; AND (4) ANY WARRANTIES RELATING TO PRIVACY OR NON-INFRINGEMENT.
IN ADDITION, WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO REPRESENTATIONS THAT THE WEBSITE OR SERVICES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SERVICES PLATFORM, OR THAT WE WILL ENFORCE THE TERMS AGAINST OTHERS TO YOUR SATISFACTION.
IF WE MAKE ANY EFFORTS TO MODIFY THE WEBSITE OR SERVICES, DOING SO will NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS.
UNDER APPLICABLE LAW, SOME DISCLAIMERS MAY BE DEEMED UNENFORCEABLE, BUT WE DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.
14. LIMITATION OF LIABILITY
WE ARE NOT LIABLE TO YOU (OR ANY THIRD-PARTY) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR CONTENT, ANY BREACH OF SECURITY, OR ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, INCLUDING ANY LOSS OF REVENUE OR PROFITS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHER LEGAL THEORY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM OUR NEGLIGENCE OR GROSS NEGLIGENCE.
OUR AGGREGATE LIABILITY ARISING OUT OR IN ANY WAY RELATING TO, THE TERMS, WEBSITE, OR SERVICES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS. ANY ADDITIONAL DISCLAIMERS CONTAINED WITHIN THE SERVICES ARE INCORPORATED INTO THESE TERMS BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON USE OF THE SERVICES OR THE MATERIAL CONTAINED IN THEM, THE GREATER RESTRICTIONS WILL APPLY.
SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS. IN THOSE PLACES, THIS SECTION MAY NOT APPLY. IN PLACES WHERE LIMITATIONS OF LIABILITY APPLY, OUR LIABILITY will BE LIMITED TO THE FULLEST EXTENT LEGALLY PERMITTED.
15. Arbitration and Class Action Waiver
IMPORTANT: THIS SECTION AFFECTS YOUR LEGAL RIGHTS, SUCH AS YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You agree that these Terms affect interstate commerce. This means that you agree that the Federal Arbitration Act governs the interpretation and enforcement of arbitration provisions such as the provision below. All provisions in the Terms regarding arbitration are intended to be interpreted broadly and will apply to any and all disputes between us. For example, the FAA will apply to any and all claims arising out of or relating in any way to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, as well as claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising, and any content available on or through any application or the Website; and claims that may arise after the termination of these Terms. Certain disputes may be excluded from this broad prohibition, such as certain intellectual property and small claims, detailed below.
By agreeing to these Terms, you agree to resolve any and all disputes with us in the following manner:
Negotiation: Many disputes are resolved without litigation, and by agreeing to these Terms you agree to reach out to us to resolve any dispute at [email protected] and to give us 30 days to respond to any dispute before attempting to file a lawsuit or initiate any other type of dispute resolution. You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation with us.
Arbitration: If we do not reach an agreed-upon solution within a period of 60 days from the time you notify us of a dispute under the provision above, then you may initiate binding arbitration. Binding arbitration will be the sole means to resolve claims, subject to the terms set forth below. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award will be written and will be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction.
To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (examples are found at www.jamsadr.com ); (b) send three copies of the Demand, plus the appropriate filing fee, to JAMS, 620 Eighth Ave, NY Times Building 34th Floor New York, NY 10018 USA; and (c) email a copy of the Demand for Arbitration to us at [email protected] with DEMAND FOR ARBITRATION in the subject line of the email.
You understand that without this mandatory arbitration provision you would have the right to sue in court and have a jury trial. In some instances, the costs of arbitration could be more expensive than the costs of litigation. In addition, the right to discovery in arbitration could be more narrow than in a court.
You agree to submit to the personal jurisdiction of any federal or state court in Los Angeles, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
CLASS ACTION WAIVER: YOU AND CHIRP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This means you agree not to lodge any claim or proceeding as a class action or other representative action, and you expressly waive the right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.
30-DAY RIGHT TO OPT OUT: YOU HAVE THE RIGHT TO OPT OUT AND NOT BE BOUND BY THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH ABOVE BY SENDING WRITTEN NOTICE OF YOUR DECISION TO OPT OUT TO [email protected] WITH THE SUBJECT LINE, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” THE NOTICE MUST BE SENT WITHIN 30 DAYS OF YOUR AGREEMENT TO THESE TERMS; OTHERWISE, YOU WILL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THE TERMS OF THOSE PARAGRAPHS. IF YOU OPT OUT OF THESE ARBITRATION PROVISIONS, WE WILL NOT BE BOUND BY THEM EITHER.
We will endeavor to provide 30 days’ notice of any material changes to this Section by posting it on the Website, sending you a message, or otherwise notifying you in a reasonable manner. Amendments will become effective 30 days after they are posted on the Website or sent to you.
Any changes will otherwise apply prospectively only to claims arising after the 30th day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Services. This Arbitration and Class Action Waiver section will survive any termination of the Services.
16. Governing Law
California law applies to the interpretation of the Terms and the relationship between you and Chirp, without regard to California’s conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in Los Angeles County or Orange County, California. We both agree to submit to the personal jurisdiction of the federal and state courts located within Los Angeles or Orange County, California for the purpose of litigating all such claims or disputes that are not subject to arbitration.
17. Statute of Limitations
Any cause of action arising out of or relating in any way to the Terms, the Website, or the Services must be initiated within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred. While certain jurisdictions may not enforce a contractual limit on the statute of limitations, you agree that it is to be applied as broadly as possible.
18. Miscellaneous
These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Services and the Website. These Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding any issue covered in the Terms. Certain sections of these Terms will survive any termination of your Account or any aspect of the Services even if we cease offering Services. Our decision not to enforce any part of these Terms will not be considered a waiver. You may not amend these Terms. If any provision of these Terms is found to be invalid or unenforceable by any court having competent jurisdiction, then that part will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions. Instead, any invalid or unenforceable part or provision will be replaced by a valid and/or enforceable part that meets the intention of the parties as much as possible. All of our rights and obligations under these Terms, including any license rights, are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Nothing in these Terms will prevent us from complying with the law.
19. Reach out to Us With Questions
Please direct any questions regarding these Terms to [email protected].