Terms of Service
Hello there and welcome to our Terms of Service!
These Terms of Service are the contract between you and Chipp’d that is created when you use the Chipp’d website, and govern your use of the site. Please take the time to read this document carefully before you use Chippd.com. We want to enjoy a long and happy relationship with you. Ensuring you understand our Terms of Service will help us avoid any potential misunderstandings. Please know that we have done our best to be as fair and transparent as possible. We welcome your feedback at 228 Park Ave S #40297, New York, NY 10003-1502 but please know that anything you write to us will not amend these Terms of Service in any way, even if you write that it does.
Accepting the Terms of Service
Your access to and use of the Site and the Products and Services offered by Chipp’d Ltd. (Chipp’d Ltd. - along with its subsidiaries and affiliates – hereby referred to as “Chipp’d,” “we,” or “us”) is subject to and governed by the terms and conditions set forth below.
By using, purchasing, or accessing the Site or the Products and Services, you (“Customer” or “you”) agree to become bound by the terms of the Agreement. If you do not agree to the terms and conditions of this Agreement, please do not use the Site or the Products and Services.
Use of the Products and Services
No individual under the age of eighteen (18) may use the Site or the Products and Services or provide any information to Chipp’d or otherwise through the Site. You are only permitted to use the Site and the Products and Services if you can form a binding contract with Chipp’d and are not legally prohibited from using the Site or the Products and Services.
Site and Product and Services Changes/Limitations
The Site and the Products and Services change frequently, and their form and functionality may change without prior notice to you. Chipp’d reserves the right to create limits on and related to use of the Site and/or the Products and Services in its sole discretion at any time with or without notice. Chipp’d may also impose limits on the Site or certain Products and Services, or aspects of those Products and Services, or restrict your access to parts or the entire Site without notice or liability. Chipp’d may change, suspend, or discontinue any or all of the Site or of the Products and Services or elements of the Site at any time in its sole discretion and without any liability to you. Chipp’d may also suspend or revoke your access to the Site and the Products and Services at any time in its sole discretion.
Limitations on Automated Use
You may not do any of the following while accessing or using the Site and the Products and Services: (i) access, tamper with, or use non-public areas of the Site, or the computer or delivery systems of Chipp’d and/or its service providers; (ii) probe, scan, or test any system or network, or otherwise attempt to breach or circumvent any security or authentication measures; (iii) access, search or attempt to access or search the Site by any means other than through the channels currently made available by Chipp’d; (iv) scrape the Site, and particularly scrape Content (as defined below) from the Site, without Chipp’d’s express prior written consent; (v) use the Site or the Products and Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or email headers; or (vi) interfere with, or disrupt or attempt to disrupt or interfere with the access of any Customer, host or network, including, without limitation, by sending a virus to, spamming, or overloading the Site, or by scripted use of the Site in such a manner as to interfere with or create an undue burden on its servers or in any manner that restricts Chipp’d’s ability to operate the Site and/or deliver the Products and Services.
Registration and Security
In order to make full use of the Site and the Products and Services, you may be required to create an account (an “Account”) by inputting your full name and email address, and by selecting a password. You must provide Chipp’d with accurate, complete, and updated account registration information, particularly your email address, as you will need this to access your Account. Failure to do so may result in suspension of your Account.
You are also responsible for maintaining the confidentiality and security of your Account password and any mobile device associated with your Account. You must notify Chipp’d immediately of any actual or suspected loss, theft, or unauthorized use of your Account, Account password or associated mobile device.
The same applies to the physical product which contains the Quick Response (QR) code that grants you access to private pages on the Site that are associated with your Account. It is your responsibility to safeguard this product and to notify Chipp’d immediately of any actual or suspected loss, theft, or unauthorized use of the product or the Site or the Products and Services and QR code assigned with your Account. Further, you may not copy, photograph, scan, replicate, reproduce, or in any way duplicate the QR code associated with your Account in any form whatsoever. Any violation of this condition will result in immediate termination of your Account.
Rules of Conduct
As a condition to your continued use of the Site and the Products and Services, you agree that you will not use the Site or the Products and Services for any purpose that is unlawful or prohibited by the terms and conditions of the Agreement. In the access or use of the Site and the Products and Services, you shall comply with the Agreement and the special warnings or instructions for access or use posted on the Site.
You shall act always in accordance with the law, custom and in good faith. You may not make any change or alteration to the Site or any Content (defined below) and may not impair in any way the integrity or operation of the Site. Without limiting the generality of any other provision of the Agreement, if you default negligently or willfully in any of the obligations set forth in the Agreement, you shall be liable for all the losses and damages that this may cause to Chipp’d, our affiliates, partners or licensors.
By way of example, and not limitation, you agree not to:
• Post, transmit, or otherwise make available through or in connection with your use of the Site or the Products and Services:
o Any information or materials that are or may be, or the posting, transmission or use of which is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory or libelous; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right.
o Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
o Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may be or is intended to damage, hijack, disable, interfere with, or disrupt the operation of, or monitor the use of, any hardware, software or equipment.
o Any unsolicited or unauthorized advertisements, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation that is not expressly approved in writing by Chipp’d in advance.
o Any personally identifiable information of another individual, without the prior consent of such individual.
o Any material, non-public information about a company, without the proper authorization to do so.
• Use the Site or the Products and Services for any fraudulent or unlawful purpose.
• Use the Site or the Products and Services to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or to harvest or collect information about users of the Site or the Products and Services.
• Impersonate any person or entity, including without limitation any representative of Chipp’d; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services or the Products and Services; or express or imply that Chipp’d endorses any statement you make.
• Interfere with or disrupt the operation or delivery of the Site or the Products and Services, or the servers or networks used to make the Site or the Products and Services available; or violate any requirements, procedures, policies or regulations of such networks.
• Restrict or inhibit any other person from using the Site or the Products and Services (including without limitation by hacking or defacing any portion of the Site).
• Use the Site or the Products and Services to advertise or offer to sell or buy any goods or services for any business purpose, without Chipp’d’s express prior written consent.
• Reproduce, duplicate, copy, sell, resell, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the Site or the Products and Services, including any QR code associated with any Chipp’d Account.
• Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site or the Products and Services.
• Remove any copyright, trademark or other proprietary rights notice from the Site or from the Products and Services.
• Frame or mirror any part of the Site or the Products and Services, including any QR code associated with any Chipp’d Account.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without Chipp’d’s express prior written consent.
If we conclude you are violating any of these rules, we may contact you via email and request either an explanation or demand that the offending conduct cease, or we may simply shut down your Account. If we request and you fail to provide a suitable explanation or correct your behavior, all in the sole judgment of Chipp’d, your account may be suspended and/or your IP address may be blocked without further notice or warning. We also reserve the right to suspend accounts or remove Content without notice or warning for any or no reason, including, without limitation, to protect the Site, Product and Services, infrastructure, or Customers. We reserve the right to enforce, or not enforce, these policies in our sole discretion, and these policies do not create a duty or contractual obligation for us to act in any particular manner.
For purposes of this Agreement: (1) the term “Content” means a creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, and comments, information, data, text, software, scripts, executable files, graphics, and interactive features, any of which may be generated, provided, or otherwise made accessible on or through the Site or the Products and Services; (2) the term “Customer Content” is all Content that is posted or otherwise provided or transferred to the Site by a Customer (including, without limitation, by you). Content includes, without limitation, all Customer Content.
As between Chipp’d and Customer, Customers retains ownership of all Customer Content, and Chipp’d retains ownership of all intellectual property rights in all Content other than Customer Content.
All information and content available on the Site or the Products and Services and its “look and feel”, except Customer Content, including but not limited to trademarks, logos, service marks, text, graphics, logos, button icons, images, audio/video clips, data compilations and software, and the compilation and organization thereof is the property of or used under license by Chipp’d, and is protected by United States and international laws, including laws governing copyrights and trademarks.
The reproduction and use of any Content, except Customer Content uploaded by you, is prohibited unless specific permission is provided on the Site or otherwise. Any unauthorized use may violate copyright laws, trademark laws, privacy and publicity laws, and/or communications regulations and statutes of the United States and foreign laws and international conventions.
The Site, the Products and Services, and the Content are provided “AS IS” and “AS AVAILABLE” for your personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any commercial or other purposes whatsoever without the prior written consent of Chipp’d and the owner of the relevant Content, except for your Customer Content in which you retain all rights.
Chipp’d reserves all rights not expressly granted in and to the Site, the Products and Services, and Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of any Content obtained through the Site or the Products and Services for any commercial purposes.
Customer Content License to Chipp’d:
When you transfer Customer Content to Chipp’d you give Chipp’d a non-exclusive, worldwide, royalty-free, sub-licensable, transferable right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify and/or adapt such Customer Content. The rights you grant in this license are for the limited purpose of operating the Site, and the Products and Services in accordance with their functionality, improving the Site and/or the Products and Services, and allowing Chipp’d to develop new Products and Services.
You agree that you will respect the intellectual property rights of others, and represent that you have all of the necessary rights to grant us this license for all Customer Content you submit to the Site.
If you submit Customer Content to the Site, you represent and warrant that you own or otherwise control the rights to this Customer Content. You further represent and warrant that such Customer Content does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Customer Content. You agree to indemnify us for all claims arising from or in connection with any claims to any rights in any Customer Content or any damages arising from our use of any Customer Content including, without limitation, for reasonable attorney’s fees.
You shall be solely responsible for your Customer Content and the consequences of posting or publishing said Customer Content. In connection with your Customer Content, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Chipp’d to use all patent, trademark, trade secret, copyright, right of privacy and publicity or other proprietary rights in and to any and all of your Customer Content to enable inclusion and use of your Customer Content in the manner contemplated by the Site and this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable person in your Customer Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Customer Content in the manner contemplated by the Site and this Agreement.
You agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Chipp’d all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Chipp’d or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person.
Chipp’d has no control over, and assumes no responsibility for, any Customer Content. We cannot and do not censor or edit Customer Content unless a complaint has been registered.
Termination and Deletion:
On termination of your Account or upon your deletion of particular pieces of Customer Content from the Products and Services, Chipp’d shall make reasonable efforts to make such Customer Content inaccessible and cease use of it; however, you acknowledge and agree that: (i) caching of, copies of, or references to the Customer Content may not be immediately removed; (ii) such removed Customer Content may persist in backups for a reasonable period of time; and (iii) such removed Customer Content may be available (and stored on our servers) through the accounts of other Customers.
Links to Third Party Websites
For your convenience, the Site may contain links to the websites of third parties on which you may be able to obtain information, content and/or products or services, and/or download software. Except as otherwise noted, such third party websites, and such information, content, products, services and software are provided by companies which are not affiliated with and are independent of Chipp’d. We do not endorse or make any representations or warranties concerning such websites, and may not have reviewed such content, products, services or software.
Chipp’d has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, we cannot censor or edit the content of any third party website. Therefore, Chipp’d makes no representation as to the accuracy or any other aspect of the information contained in or on such websites, sources or servers.
Sweepstakes, Contests, and Similar Promotions
Any sweepstakes, contest, or other promotion made available through the Site will be governed by specific rules that are separate from this Agreement. In order to participate in any such sweepstakes, contest, or promotion, you will likely have to agree to be subject to the applicable rules. You should read the applicable rules, if any, which will be linked from the particular promotion.
Purchases and Other Transactions
Chipp’d reserves the right, with or without prior notice, (i) to change the Site or Product and Service descriptions, images and references; (ii) to limit the available quantity of any Product and Service; (iii) to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code, incentive offer or other promotion; (iv) to prevent or prohibit any user or customer from making any or all Transaction(s); and/or (v) to refuse to provide any user or customer with any Product and Service.
Price and availability of any Product and Service offered through the Site are subject to change without notice, and Chipp’d shall not be responsible for errors in the prices or descriptions of such Products and Services. Refunds and exchanges will be subject to our Return Policy, which can be found at chippd.com/faq/returns. You agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions. For more information on our Shipping and Tax Policy, please visit chippd.com/faq/shipping.
Warranty Disclaimer and Limitation of Liability
YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER CHIPP’D NOR ITS AFFILIATED COMPANIES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS (COLLECTIVELY THE “CHIPP’D PARTIES”) WARRANT THAT DELIVERY OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS AND SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT THE CHIPP’D PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN NO EVENT WILL THE CHIPP’D PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITE AND THE PRODUCTS AND SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE OR THE PRODUCTS AND SERVICES. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE AND THE PRODUCTS AND SERVICES.
IN ADDITION TO THE TERMS SET FORTH ABOVE THE CHIPP’D PARTIES SHALL NOT BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SITE OR THE PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, PRICING OR AVAILABILITY INFORMATION, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES AND THE AGGREGATE, TOTAL LIABILITY OF THE CHIPP’D PARTIES TO YOU OR ANY END USER FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. In such jurisdictions, Chipp’d’s liability is limited to the greatest extent permitted by law. You should check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
You agree to defend, indemnify and hold harmless Chipp’d, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from: (i) your use of and access to the Site or the Products and Services; (ii) your violation of any term of the Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive the Agreement and your use of the Products and Services.
California Civil Code Section 1789.3 Compliance
Californians have rights to the following information pursuant to California Civil Code Section 1789. Chipp’d Ltd. can be contacted at 228 Park Ave S #40297, New York, NY 10003-1502 New York. Currently there are no charges to the consumer for use of the Site, other than the cost of any purchased Products and Services and any applicable taxes, shipping fees, and other charges associated with such purchases. Chipp’d Ltd. reserves the right to change its pricing.
Please feel free to contact us to resolve a complaint regarding any aspect of your use of the Site by writing to us or sending us an email to firstname.lastname@example.org. Upon your request, you may have the Agreement sent to you by email.
The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210.
The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Chipp’d without restriction.
Children Under the Age of 13
Our Site is not directed to children under the age of 13 and we do not knowingly collect personal information from children under the age of 13.
Special Provisions for Customers Residing Outside the United States
The Products and Services provided by Chipp’d lend themselves to use all over the world. However, Chipp’d’s operations are based in the United States, and our policies and procedures are based on United States law.
The Site and the Products and Services are not intended to subject Chipp’d to the laws or jurisdiction of any state, country or territory other than those of the United States. Unless otherwise specified, materials made available through the Site are presented solely for the purpose of providing and promoting the Site available in the United States. Chipp’d makes no representation or warranty that the Site, in whole or in part, or the Products and Services, or any other materials made available through the Site, are appropriate or available for use in other locations. Those who choose to access the Site or make use of the Products and Services from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws, rules and regulations, if and to the extent local laws, rules or regulations are applicable.
DMCA Copyright Policy
If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing:
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
After removing material pursuant to a valid DMCA notice, Chipp’d will immediately notify the Customer responsible for the allegedly infringing material that it has removed or disabled access to the material. Chipp’d reserves the right, in its sole discretion, to immediately terminate the account of any Customer who is the subject of repeated DMCA notifications.
Chipp’d’s designated Copyright Agent to receive notifications of claimed infringement is: Randy M. Friedberg, Esq., White and Williams LLP, One Penn Plaza, 41st Floor, New York, New York, 10119; email: email@example.com.
Only DMCA notices should go to the Copyright Agent. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Chipp’d suggests that you consult your legal advisor before filing a notice. Please be aware that there are penalties for false claims under the DMCA.
Any other feedback, comments, requests for technical support, and other communications should be directed to Chipp’d customer service via firstname.lastname@example.org. You acknowledge that if you fail to comply with any of the aforementioned requirements, your DMCA notice may not be valid.
You agree that: (i) the Site shall be deemed solely based in New York, New York; and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over Chipp’d, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Chipp’d that arises in whole or in part from the Site shall be decided exclusively by a court of competent jurisdiction located in New York, New York.
If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Chipp’d’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Chipp’d reserves the right to amend this Agreement at any time and without prior notice, and it is your responsibility to review this Agreement for any changes. Your use of the Site following any amendment of this Agreement will signify your assent to and acceptance of its revised terms. This Agreement is effective until terminated by Chipp’d.
You agree that Chipp’d, at its sole discretion, may terminate your access to or use of the Site at any time and for any reason with or without prior notice. Upon any such termination, your right to use the Site will immediately cease. Chipp’d may immediately deactivate and/or delete any Account information and Customer Content provided to you, and all related information and files associated therewith, and/or bar any further access to such information or files.
You agree that Chipp’d shall not be liable to you or any third party for any termination of your access to the Site or to any information or files or to any Customer Content, and shall not be required to make such information or files available to you after any such termination. Chipp’d reserves the right to takes all steps necessary or appropriate to enforce and/or verify compliance with this Agreement. YOU AND CHIPP’D AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.