Terms of Service

1. Welcome to Chirp

Welcome — and thanks for visiting Chirp, a bio link destination that takes your following to the next level!

By accessing or viewing the chirp.me website (the "Website") and using any of the services offered on the Website, including by creating or accessing any Creator Pages (as defined below), or accessing any media channel, software extension, or application related to the Website or Creator Pages (collectively with the Website, the "Services"), you acknowledge that you understand and agree to these Terms of Service.

For purposes of these Terms, the words "you" or a "User" include any individual or entity that accesses or uses the Services directly or indirectly, including through any automated means, software, bot, scraper, script, artificial intelligence system, or other technology (collectively, "Automated Systems"). Any access to or use by an Automated System is deemed access to and use of the Services by the individual or entity that deployed, authorized, benefited from, or controlled such Automated System, and such individual or entity remains fully responsible for compliance with these Terms.

These Terms form a binding legal agreement between 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").

By agreeing to these Terms, you also represent and warrant that you are at least 16 years old, and if you are under age 18, you may only use the Services with your parent or legal guardian's permission. If you are a parent or guardian of a user under the age of 18, by allowing your minor to use the Services, you are subject to the provisions of these Terms and responsible for their activity. f we learn someone is below the minimum age to have an account, we will take actions to verify that information and terminate the account. If you are accessing our Services on behalf of someone else, you acknowledge that you have their permission to do so.

In some cases, Chirp may enter into separate written agreements with Creators that address specific services, features, or monetization arrangements. Where applicable, those agreements apply in addition to these Terms, and in the event of a conflict, the terms of the applicable Creator agreement will govern with respect to the relevant subject matter.

You also agree to any additional terms that apply to your use of the Services, including but not limited to, where applicable, the Chirp Mobile Terms, Exclusive Content Access Terms, the Exclusive Content Creator Terms, and the Exclusive Content Payout Terms(with these Terms of Service, collectively, "Terms"), each of which is incorporated by reference.

If you do not agree to these Terms, you are prohibited from using 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 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. Compliance with our Terms

When you access our Services, you agree to comply with our Terms. In no event is any User authorized to, and it will be deemed a material breach of the Terms if, they directly or indirectly use the Services to:

• 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;
• 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;
• generate Content or share information on a Creator Page that involves the transmission of "spam," or unsolicited mass emails or text messages;
• use optimization services and/or software to fraudulently alter information regarding advertising results;
• post Content involving any substances, services, products, or materials that are illegal or prohibited in any state or country or other jurisdiction;
• 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;
• violate any applicable internet browser policies, procedures, or rules;
• disseminate Content that: (i) is defamatory, libelous, or constitutes trade disparagement or libel; (ii) is profane, lewd, or obscene to a reasonable person; (iii) contains images, videos or text portraying nudity or sexual acts; or (iv) promotes violence or hate speech;
• disseminate Content that involves illegal gambling, Ponzi schemes, or similar illegal activities;
• collect, use or disclose any person's personal information (including without limitation, name, address, telephone number, email address, content information, or other personal information), in a manner that is inconsistent with Chirp's Privacy Policy, violates applicable law, infringes privacy or publicity rights, or otherwise contravenes Chirp's policies including its Community and Page Guidelines;
• provide material support or resources to any organization designated by the United States as a foreign or domestic terrorist organization;
• 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;
• use any program, spider, "bot," or other automatic device to access the Services, gather information from the 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 Services without our express consent;
• take any action that imposes an unreasonable or disproportionately large load on our or the Website infrastructure;
• reverse engineer, disassemble, or decompile the Chirp Services, any Chirp prototypes or software, or any other systems, information, materials or objects that are provided to you or to which you are granted access to by Chirp or other Users;
• 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 other Users, damaging to Chirp's business, or otherwise inappropriate or unacceptable in any way; and
• In no event may information that is particularly sensitive, confidential, or the disclosure of which could reasonably constitute a data breach be posted on any Chirp page, including, without limitation, government-issued identification numbers (such as social security numbers), account passwords or authentication credentials, payment card information, bank account details, or similar sensitive data.

If you violate the security of our 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. Although we strive to maintain the security and integrity of the Website and Services, we do not continuously monitor all user activity for compliance with these Terms.

If you become aware of conduct that you believe violates these Terms, we encourage you to promptly report it to [email protected]. 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, and to comply with the law or any governmental, investigatory, or administrative body.

4. Creator Accounts

The following terms apply only to Users who have created a Creator Page. 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," also defined throughout these Terms as "you." If you are a User that wishes to browse the Website or simply view a Creator Page (located at www.Chirp.me/[Creator Name] (a "Creator Page")), the terms in this Section do not apply to you.

By agreeing to these Terms, Creator acknowledges and agrees that they are responsible for all activities that relate to their account and Creator Page including all Content and Third-party Technologies used on their Creator Page. If you wish to showcase YouTube videos on a Creator Page, you also agree to adhere to YouTube's Terms of Service. You must also adhere to any other terms that apply to other Third-Party Technologies you use on your Creator Page. For the avoidance of doubt, Chirp has the sole discretion to approve, disapprove, deactivate, or remove monetization from any Creator Page, at any time.

Creator agrees to provide accurate and current information in their Creator 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 Content on a Creator 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.

5. Creator Liability for their Content

Creators are solely responsible for any third-party technologies, tools, services, scripts, cookies, tracking mechanisms, links, or integrations that they choose to use, reference, embed, or make available through a Creator Page ("Third-Party Technologies") and all content, including text, graphics, videos, links, messages, broadcasts, notifications, media, products, and any other materials you add to your Creator Page ("Content").

Creators represent and warrant that their Content and use of any Third-Party Technologies complies with applicable law, industry standards, these Terms, and Chirp's policies, and that they have obtained all necessary rights, permissions, disclosures, and consents required in connection with such use. Chirp does not control, endorse, or assume responsibility for any Content or Third-Party Technologies or for any data collection, transactions, or practices that occur through them.

Creators have access to a library of stock images and videos, powered by Pexels (“Pexels Content”). You use of Pexels Content is governed by the Pexels License, Terms, and Privacy Policy. You should review the license and policies before using Pexels Content. You may not use Pexels Content to: portray identifiable people in a bad light or in a way that is offensive (such as in connection with pornography); sell an unmodified image from the Image Library as a stock image (for example a photo, poster, or product); imply endorsement or misleading association of your product or service by people or brands on the image; or redistribute or sell any content as stock on any other site or platform.

Creators act as independent data controllers with respect to any personal information they collect, receive, or otherwise process through a Creator Page ("Creator Data"). Creators represent and warrant that their collection, use, and processing of Creator Data and use of Third-Party Technologies complies with applicable law, industry standards, these Terms, and Chirp's policies, and that they have provided all required notices and obtained all necessary rights, permissions, disclosures, and consents in connection with such processing. Chirp does not control, endorse, or assume responsibility or liability for Creators' data practices or for any collection, use, disclosure, or other processing of personal information by Creators.

If we believe, in our sole discretion, that a Creator has engaged in any violation of any of the foregoing terms, or any of our Terms or policies, 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:

• 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;
• 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;
• 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;
• They will comply with all Federal Trade Commission guidelines concerning advertising including the disclosure of affiliate links;
• 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;
• They are solely responsible for any Users who visit their Creator Page, including anyone who purchases goods or services through the Creator Page. Chirp is not responsible for any Content, products, or services made available through a Creator Page, and Creators bear sole responsibility for how Users interact and engage with Creator Content and Creator Pages, and for ensuring compliance with all applicable laws concerning Users and any transactions conducted between Creators and Users via a Creator Page; and
• They will not violate the "Program Prohibitions" in these Terms.

Creators also agree to maintain and safeguard their user credentials and password.

6. Approved Creator Payments; Consent to Advertising Campaigns.

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 a Creator Page, these terms in this Section do not apply to you.

By creating a 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 you do not want Advertising Campaigns to appear on your Creator Page, you should not create a Creator Page or use the Website or Services.

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, processing fees, bad debt, 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. Approved Creators may currently earn 50% of Fees, subject to Chirp's sole discretion, and the limitations in these Terms and any requirements of the payment processor designated by us from time to time. Chirp does not hold, transmit, or disburse funds on behalf of Creators

Your receipt of Fees is contingent on your registration with the payment processor and submission of all required documentation. If you do not receive confirmation of successful registration with the payment processor, you will not be eligible to receive payouts of Fees. For the avoidance of doubt, Chirp: (a) is not an agent of any payment processor; (b) is not, nor should anything in these Terms be construed to imply that Chirp is, acting in any way under a mandate conferred by a payment processor; and (c) is not an escrow service, money aggregator, money remitter or money transmitter.

For Creators who have successfully registered for payments, Chirp will use commercially reasonable efforts to ensure that the Fees earned by Creator with respect to any given calendar month are paid by our payment processor within 30-45 days after that month. Subject to Chirp's sole discretion, payments will be made on the last Friday of each month where payment is due, and all payments are subject to a minimum $100 account threshold. This means that if a payment of at least $100 is not owed, the payment is not earned, and no payment will be made until that amount is reached.

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.

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.

7. Sharing of Materials with Us

Do not send us any confidential, proprietary, or trade secret information unless we request it specifically, and if we do request such information, only do so after having obtained all rights, permissions, and consents necessary to disclose such information to us.

If you create a Creator Page, post Content on a Creator Page, or send us any other documents or creative works, 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 ("Licensed Content"), you grant us a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to display, reproduce, distribute, and prepare derivative works of it) as well as your name, voice, image and likeness to the extent used in connection with the Content, in connection with the Services and our business, including for the purpose of promoting and redistributing part or all of the Services. This license will continue for a commercially reasonable period of time after you remove or delete your Content from the Service. We may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted.

You also agree that you have all third-party rights necessary to post any Content on the Website and Services and to grant us the above license.

8. Proprietary Rights

The Website and Services contain protectible content that is subject to copyrights, trademarks, service marks, trade dress, patents, moral rights, or other proprietary rights ("Chirp 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 Chirp Protected Content.

9. Privacy and Our Privacy Policy

When you visit the Website or use the Services, Chirp collects, uses, and shares personal information as described in its Privacy Policy and Cookie Policy, each of which is incorporated into these Terms by reference. The Privacy Policy explains, among other things, how Chirp shares personal information with Creators, Advertising Partners, and service providers; how cookies and similar technologies are used; and the choices available to users through Chirp's consent management platform.

Important Reminders about Your Personal Information:

• Creators receive personal information in connection with user interactions on their pages, and once shared, your personal information is processed independently by the Creator, who is solely responsible for its independent use, compliance with applicable law, and any communications sent to Users by them directly.
• The use of Third-Party Technologies by Creators is separate from Chirp's own use of cookies and similar technologies, which is described in the Privacy Policy and Cookie Notice.
• As permitted by law and subject to applicable consent or opt-out choices, Chirp may share limited personal information with advertising, analytics, and monetization partners ("Advertising Partners") for audience measurement and creator monetization, using privacy-preserving technologies where appropriate. Chirp and these partners act as independent data controllers and are each responsible for their own compliance with applicable privacy laws.
• You may manage your consent preferences or opt-out choices at any time by clicking Your Privacy Choices on the website footer and submit privacy requests through our Privacy Request Center.

10. Third-Party Links and Third-Party Content

The Website and Services may contain links to third-party websites, offers, or other events and promotions that are shared by Creators and advertisers, and 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, you acknowledge that the third-party website will be governed by different terms of service and a different privacy policy and cookie notice from that provided by us. Be sure to read and agree to those terms and policies. Some Creators may display or integrate content on other media platforms, such as their Instagram feed or Youtube videos, and those platforms may have their own Terms of Service, which you must review and agree to.

Accessing the Linked Sites is at your own risk. We do not promote or endorse those Linked Sites and are not affiliated with them.

11. Account Termination and Deletion

If you choose to voluntarily terminate your account, or if we terminate your account due to breach of these terms or other laws, your account information will be permanently deleted within 90 days. We urge Creators to use caution when deleting accounts because you will not be able to reclaim your account data or retrieve any profile content once it has been deleted.

Additionally, upon termination, you will no longer earn Fees. For all Creators who have successfully set up an account with our payment processor and who have not been terminated as a result of a breach of our Terms, all unpaid Fees incurred before the termination date that are above the minimum account threshold of $100 will be paid out within 90 days. If your account balance is below the $100 minimum payout threshold, if you have not successfully set up an account with Tipalti regardless of your account balance, or if we terminate your account due to breach of our Terms, we will have no obligation to pay any Fees upon account Termination.

12. Claims of Infringement

Chirp respects the intellectual property rights of others and responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512. If you believe that any materials available through the Services infringes a copyright you own or control, you may submit a written notice to our designated copyright agent containing the information required by applicable law:

Chief Legal Officer
301 N. Main Street, Suite 201
Huntington Beach, CA 92648
[email protected]

Upon receipt of a valid notice, Chirp may remove or disable access to the allegedly infringing material. Users who believe their content was removed in error may submit a counter notification as permitted by law. Chirp may, in appropriate circumstances and at its sole discretion, terminate accounts of repeat infringers.

13. 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.

14. 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.

15. 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.

16. ARBITRATION AND CLASS ACTION WAIVER

IMPORTANT: THIS SECTION AFFECTS YOUR LEGAL RIGHTS, SUCH AS YOUR RIGHT TO FILE A LAWSUIT IN COURT.

By agreeing to these Terms, you agree to resolve any and all dispute, controversy, or claim arising out of or relating to the Website, Services, or the Terms, or the breach of the Terms, including any claim based on contract, tort, or statute, and including any controversy about whether a claim is subject to arbitration or whether this Section is valid or enforceable (any such dispute, controversy or claim, a "Dispute"), other than small claims disputes if your local court will allow it, with us in the following manner:

1. Choice of Law: The laws of the State of Delaware will apply to any Dispute, without regard to conflict of law provisions.
2. 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 60 days from the date we received your notification to respond to any dispute before you attempt 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 good-faith consultation with us.
3. Arbitration: If we do not reach a resolution during the negotiation period, then you may initiate binding arbitration only with Judicate West in accordance with its applicable arbitration rules then in effect. Binding arbitration will be the sole means to resolve any Disputes, 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. 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 and may be entered as a judgment in any court of competent jurisdiction
4. If any Party commences arbitration or litigation without first attempting to resolve the matter as required above, or refuses to negotiate or arbitrate after a request has been made, then that Party will bear all attorneys' fees in any ultimate arbitration or litigation, as the case may be. Otherwise, each party will be responsible for its own fees and costs incurred in connection with any Dispute, including attorneys' fees and one-half of the costs incurred in arbitration.
5. To start an arbitration, you must do the following: (a) submit a Notice of Intent to Arbitrate to Judicate West by following the requirements on the Judicate West website; and (b) email a copy of the Notice to us at [email protected] with Notice of Intent to Arbitrate in the subject line of the email.
6. 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.
7. Class action waiver:you may bring claims against chirp only in your 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 in arbitration or in court, and you expressly waive the right to file a class action or seek relief on a class basis. notwithstanding the foregoing, chirp may, in its sole discretion, elect to waive this class action waiver with respect to any particular dispute or proceeding, in which case such waiver shall apply only to that dispute and related disputes, and shall not constitute a waiver with respect to any other matter.
8. 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.
9. We will try 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.

17. Statute of Limitations

Any cause of action arising out of or relating in any way to the Terms or 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. Additional Terms.

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 part or 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]. For legal questions, reach out to [email protected].