Terms and Conditions of Use

Effective Date: September 19, 2023

 

Introduction

Welcome to the Chipply.com website (the “Site”), operated by Chipply, Inc. a Delaware Corporation (“Chipply,” “we” or “us”). By accessing or using the Site, viewing any of the Site’s content (the “Site Content”), or using the Site to (a) build or launch your Stores as a Dealer; (b) add or modify content to your Stores (as defined further below); (c) use any of our support services to meet all your store creation and fulfillment requirements; (d) communicate with End Users or Dealers regarding the provision and sale of products and services; or (e) to place an order for goods or services through a Store (collectively, the “Services”), you signify that you have read, understand and agree to be bound by these terms and conditions of use (the “Terms and Conditions”), which also include the Privacy Policy, incorporated herein by this reference (together with the Terms and Conditions, the “Agreement”). For purposes of this Agreement, the term “Site” includes all Stores.

BY ACCESSING OR USING THE SITE, SITE CONTENT, ANY STORE, OR ANY SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. If you do not agree to this Agreement and the terms and conditions herein, do not use the Site, Site Content, Store, or Services and leave the Site and discontinue use of any Services.

We reserve the right, at any time, to add to, change, update or modify these Terms and Conditions. Any such change, update, or modification will be effective immediately upon posting on the Site. We will provide you notice by email or by posting an announcement on the Site so that you will know to review the revised Terms and Conditions in the event any changes, additions, updates, or modifications are made to these Terms and Conditions. However, it is your responsibility to review these Terms and Conditions from time to time to ensure that you continue to agree with them and the content, functionality and output of the Site and Services as each time you access the Site or utilize the Services, you agree to be bound by the then-current Terms and Conditions at your time of use.

PLEASE READ THESE THE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

USE OF THE SITE:

The Site is intended solely for use as foreseen by Chipply, Inc. a Delaware Corporation, including a user obtaining the Services through the Site. You may be required to register for an account on the Site in order to access certain features and Services of the Site. During registration, you will be assigned a username and password through the Site’s registration process. You are responsible for keeping your username and password confidential. You are responsible for all activities (whether by you or by others) that occur under your password and account. You agree to notify us immediately of any unauthorized uses of your account or any other breach of security. Chipply, Inc. a Delaware Corporationwill not be liable for any loss or damage arising from your failure to keep your account information protected.

By registering for an account on the Site, you represent and warrant that your information is true and accurate. You agree not to submit false information such as name, email, mailing address, and telephone number when registering on the Site. By registering for an account on the Site, you consent to receive periodic communication from Chipply, Inc. a Delaware Corporation regarding the status of your account or other information associated with your account or the Services. If you are registering or using the Services for or on behalf of an organization, you are agreeing to bind the organization to this Agreement on behalf of that organization, and you represent and warrant that you have the authority to do so. If you do not agree to all the terms of the Agreement, you may not use or access the Services.

The registration process will categorize you into one of the following user profiles:

(1) an “End User,” which is a visitor, customer or user of a Chipply, Inc. a Delaware Corporation-powered Store (defined below); or

(2) a “Dealer,” which is a provider of products or services seeking to use the Site to create and maintain an online team store powered by Chipply, Inc. a Delaware Corporation web platform (“Store”) for specific groups of End Users.

The Site shall not be used by anyone under the age of thirteen (13) years of age.

All data entered into your profile during registration or through your use of the Site is subject to the Site’s Privacy Policy that you agree to during registration.

USER CONTENT:

Chipply, Inc. a Delaware Corporation provides the Site and Services for connecting End Users with Dealers. Dealers use Chipply, Inc. a Delaware Corporation platform to build and launch Stores. The success of the Site and the Services relies upon (a) End Users submitting and maintaining accurate and up-to-date data profiles for their accounts, and (b) Dealers establishing and maintaining their online stores to accurately describe the goods or services provided and adhering to privacy practices for their stores that are in compliance with Chipply, Inc. a Delaware Corporation Privacy Policy. This includes protecting personal information that End Users submit. Chipply, Inc. a Delaware Corporation will not store any credit card information within the platform. The proper and efficient functioning of the Site relies on this user content. Chipply, Inc. a Delaware Corporation assumes no responsibility regarding the accuracy of the information that is provided by Dealers or End Users and use of such information is at your own risk. If Chipply, Inc. a Delaware Corporation discovers or believes your user information, profile or any content you provide is misleading, inappropriate or in error, Chipply, Inc. a Delaware Corporation reserves the right to remove such content or deactivate your account without notice. Chipply, Inc. a Delaware Corporation has no obligation to monitor the Site and under no circumstances shall Chipply, Inc. a Delaware Corporation be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content on the Site originating with or otherwise provided through a store powered by Chipply, Inc. a Delaware Corporation web platform. If you find user content, other than your own, that you believe to be in violation of these Terms and Conditions, you may contact Chipply, Inc. a Delaware Corporation , and Chipply, Inc. a Delaware Corporation will, at its discretion, evaluate and potentially take corrective action with regard to the content or data.

FOR DEALERS:

Your Chipply, Inc. a Delaware Corporation platform-powered Stores and your End Users are your responsibility. Your Stores will have their own End Users. You understand and agree that your Stores and your End Users are your responsibility, and you are solely responsible for compliance with any laws or regulations related to your Stores and/or your End Users. You may only sell products or services through your Store that are authorized by these Terms and Conditions and by law. Chipply, Inc. a Delaware Corporation is not responsible or liable for your sale of any unauthorized or illegal products or services through your Chipply, Inc. a Delaware Corporation platform-powered Stores.

You understand and acknowledge that you own and are responsible for the content you post, create, or offer for sale, including, for example, product artwork, images, logos, and text.

We will not be liable for any errors or omissions in any of your content. We are not liable for, and will not provide you with any legal advice regarding your Stores or your End Users. If you are a Dealer, you must obtain any necessary consents or licenses from third-parties who may have legal interests in the products marketed and sold the Dealer’s Stores. You represent, warrant and covenant that by posting content, products, logos, tradenames and trademarks in your Stores, Chipply, Inc. a Delaware Corporation will not be violating any third-parties’ rights, including, for example, any trademarks, publicity rights, contract rights, or any other intellectual property or proprietary rights. Any royalties or licensing on your content are your responsibility. You will pay all royalties and other amounts owed to any person or entity based on your content or on our hosting of that content through Chipply, Inc. a Delaware Corporation platform. You are responsible for any and all Chargebacks that are processed on your account. Should any payments be cancelled or reversed because of any Chargebacks, you are solely responsible for any costs, liabilities and/or penalties arising from such Chargebacks. As used herein, the term “Chargeback” means a request filed directly with a credit card company or debit or credit card issuing bank to invalidate a payment. Dealers are responsible for the compliance with this Agreement its employees, agents and affiliates.

USER CONDUCT (for all users including both End Users and Dealers):

You represent, warrant and covenant that no materials of any kind submitted to the Site will violate or infringe upon the rights of any third party, including (copyright, trademark, privacy, publicity or other personal or proprietary rights); or contain libelous, defamatory or otherwise unlawful material. You acknowledge and understand that the Site is designed to connect parties to obtain or provide products and services, and by its nature may result in interaction between End Users and Dealers, both within the Site and offline. Accordingly, you agree to conduct yourself respectfully, professionally, ethically, and otherwise reasonably at all times as you interact with other users you are connected with through the Site.

In addition to the above, you represent and warrant you will not:

• use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Chipply, Inc. a Delaware Corporation;

• upload, post, transmit, share, store, sell, offer to sell, or otherwise make available any content or products that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, the entity, be it corporate or physical in nature, or your affiliation with any person, facility or entity;

• upload, post, transmit, share or otherwise make available any unsolicited, unauthorized, unfair, misleading or unsubstantiated advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

• upload, post, transmit, share, store, sell, offer to sell, or otherwise make publicly available any private information such as Social Security numbers and credit card numbers;

• solicit, collect, or obtain personal information from anyone under 13 years of age or solicit passwords or personally identifying information for commercial or unlawful purposes;

• upload, post, transmit, share or otherwise make available any material that contains software viruses, malware, or any other computer code, scripts, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

• intimidate or harass another user;

• upload, post, transmit, share, store, sell, offer to sell, or otherwise make available content or products that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

• use or attempt to use another’s account, service or system without authorization, or create a false identity on the Site or for any Store;

• upload, post, transmit, share, store, sell, offer to sell, or otherwise make available content or products that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Chipply, Inc. a Delaware Corporation or its users to any harm or liability of any type; or

• post anything that exploits children or minors or that depicts cruelty to animals.

THIRD PARTY LINKS AND SOFTWARE:

Third Party Links. The Site may contain links to other websites or applications (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Site Content”). We do not control or monitor such Third Party Sites or Third Party Site Content, and we are not responsible for any Third Party Sites or Third Party Site Content accessed through the Site. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Site Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that this Agreement no longer applies.

Third Party Software. Certain third party software is utilized as part of the Site. Such software includes, without limitation, payment process software and user verification software (such as Recaptcha). Chipply, Inc. a Delaware Corporation makes no representations or warranties regarding the accuracy or effectiveness of any such third party software.

PROPRIETARY RIGHTS:

Chipply, Inc. a Delaware Corporation Limited License to You. Subject to the terms of this Agreement, Chipply, Inc. a Delaware Corporation grants you a limited, non-exclusive, non-sublicensable and nontransferable license to use the Services for the purpose of offering a Chipply, Inc. a Delaware Corporation-powered Store in accordance with this Agreement or for visiting and shopping for products from a Chipply, Inc. a Delaware Corporation-powered Store. The Site and all materials available on it (except for Third Party Site Content, Dealer uploaded content, or End-User uploaded content) are the property of Chipply, Inc. a Delaware Corporation or its licensors, or its users, and are protected by copyright, trademark and other intellectual property laws. Chipply, Inc. a Delaware Corporation provides the Site solely for the purpose of facilitating connections between End Users and Dealers of products or services. You may not use the content of the Site in any manner or for any purpose that is inconsistent with this purpose or that would otherwise constitute infringement of Chipply, Inc. a Delaware Corporation or its licensors’ intellectual property rights.

Restrictions. By using the Services, you agree that you will not:

(a) copy any aspect of the Services (such as any Site, Store, or any code or content used therein), except as expressly permitted by Chipply, Inc. a Delaware Corporation;

(b) modify, translate, adapt, or otherwise create derivative works or improvements of the Services;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any data owned by Chipply, Inc. a Delaware Corporation or used by Chipply, Inc. a Delaware Corporation in connection with the Services;

(d) remove, delete, alter, or obscure any trademarks or any security features, rights management, copyright, trademark, patent, or other intellectual property or proprietary rights notices from the services, including any copy thereof; or

(e) use the Services for any illegal or improper purpose.

Your License to Chipply, Inc. a Delaware Corporation. By registering for an account, creating Stores, posting or submitting any information or content (including, without limitation, text, photos and videos) to Chipply, Inc. a Delaware Corporation or another user via the Site or otherwise, you are representing that the information or material is truthful, that you are the owner of the content, or are making your posting or submission with the express consent of the owner of the content. You grant Chipply, Inc. a Delaware Corporation, other registered users, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, transferrable, sublicensable, worldwide license to use, copy, modify, transmit, exploit, create derivative works from, distribute, and/or publicly perform or display the material for the purpose of performing the Services or in furtherance of a Customer or Dealer entering into an agreement for products or services.

Reservation of Rights. You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Chipply, Inc. a Delaware Corporation reserves and retains its entire right, title, and interest in and to the Services, including all source code, object code, content, copyrights, trademarks, and other intellectual property rights therein or relating thereto.

SALES TAXES:

Dealers may need to charge taxes on sales, and collect, report, and remit taxes to state and/or local governments. Chipply, Inc. a Delaware Corporation makes available on the Site third-party software that Dealers may utilize with their Stores to calculate applicable sales taxes. Chipply, Inc. a Delaware Corporation is not a marketplace facilitator for state sales tax purposes and is not required to nor does it collect and remit sales taxes on your behalf. You may be required to register your business with state or local federal tax authority to be authorized to conduct business in their jurisdictions and to remit sales tax. You should always check with a taxing authority or tax attorney or accountant to determine your sales and use tax collection obligations and to make sure you collect the correct amount of sales tax, and to make sure you file and remit taxes correctly.

DEALER FEES:

Chipply, Inc. a Delaware Corporation charges fees to Dealers for their license of the Site. Such fees are generally based upon a percentage of product price and decoration price of products sold through Stores. The applicable fees will be disclosed and agreed to at the time of a Dealer onboarding with the Site and details on such fees are available to Dealers on their reports page. Chipply, Inc. a Delaware Corporation reserves the right to modify such fees periodically and Chipply, Inc. a Delaware Corporation would notify a Dealer of any such modification.

FEDERAL AND STATE LAWS:

When using the Site, or on the Site or in any other media selected by Chipply, Inc. a Delaware Corporation, you represent, warrant and covenant that you will obey and comply with all applicable federal, state and local laws. The Site was created and will be operated from the United States. Any use of the Site that violates any applicable laws will be grounds for discontinuing your rights to access the Site. Chipply, Inc. a Delaware Corporation uses commercially reasonable efforts to cause the Site to comply with the Americans with Disabilities Act and corresponding state and local laws and to enable the Stores to comply with such laws. However, Dealers are responsible for their respective Stores and Chipply, Inc. a Delaware Corporation is not responsible for the failure of Dealer to ensure their Stores comply with such laws.

RELATIONSHIP OF THE PARTIES:

You agree that nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales relationship, or employment relationship with Chipply, Inc. a Delaware Corporation. You will have no authority to make or accept any offers or representations on our behalf or on the behalf of other users of the Site.

UPDATES:

Chipply, Inc. a Delaware Corporation may from time to time in its sole discretion develop and provide updates to its Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Chipply, Inc. a Delaware Corporation has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Services and are subject to all terms and conditions of this Agreement; provided, however, in some cases Updates may consist of additional features for which additional fees may apply and, in such a case you will have the option to opt-out of accepting such additional features and incurring such additional fees.

TERMINATION:

Chipply, Inc. a Delaware Corporation may terminate your Store or your Account, delete your Chipply, Inc. a Delaware Corporation profile on the Site and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Site or Services for any reason, at any time, and in its sole discretion, with or without notice.

(a) The term of Agreement commences when you use any of the Services and will continue in effect until terminated by you or Chipply, Inc. a Delaware Corporation as set forth in this Section.

(b) If you are a Dealer, you may terminate this Agreement by deleting your Store and discontinuing all use of the Services. If you are an End User, you may terminate this Agreement by closing your account and discontinuing all use of the Services.

(c) Chipply, Inc. a Delaware Corporation may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or if Chipply, Inc. a Delaware Corporation ceases to provide the Services or support a Store or Stores, which Chipply, Inc. a Delaware Corporation may do in its sole discretion.

(d) Upon termination of this Agreement, all rights granted to you under this Agreement will also terminate; and you must cease all use of the Services, your account, the Site, Site Content, and any Stores.

(e) Termination will not limit any of Chipply, Inc. a Delaware Corporation rights or remedies at law or in equity.

PRIVACY POLICY:

Chipply, Inc. a Delaware Corporation respects your privacy. A complete statement of Chipply, Inc. a Delaware Corporation current privacy policy can be found at: https://www.chipply.com/privacy.aspx. Chipply, Inc. a Delaware Corporation Privacy Policy is expressly incorporated into this Agreement by this reference.

DISCLAIMER:

THE INFORMATION AND SERVICES OFFERED BY CHIPPLY, INC. A DELAWARE CORPORATION, ON OR THROUGH THE SITE, ANY CHIPPLY, INC. A DELAWARE CORPORATION-POWERED STORE, AND ANY REFERENCED THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS INCLUDES ANY LISTING OF ANY THIRD PARTY GOODS OR SERVICE PROVIDER INCLUDED IN THE SITE. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE, THE SERVICES, OR ANY STORE. ANY THIRD PARTY GOODS OR SERVICES PROVIDED ARE SUPPLIED AS A CONVENIENCE TO THE USER AND LISTING DOES NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT. CHIPPLY, INC. A DELAWARE CORPORATION SHALL HAVE NO LIABILTY TO A USER FOR ANY DAMAGES RELATED TO A BREACH OF A CONTRACT ENTERED INTO BETWEEN A CONSUMER AND A DEALER FOR PROVIDING PRODUCTS OR SERVICES, FAILING TO PERFORM OR PROVIDING INADEQUATE GOODS OR SERVICES. CHIPPLY, INC. A DELAWARE CORPORATION DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHIPPLY, INC. A DELAWARE CORPORATION DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, OR ANY MATERIAL ON THE SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. CHIPPLY, INC. A DELAWARE CORPORATION DOES NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

LIMITATION ON LIABILITY:

CHIPPLY, INC. A DELAWARE CORPORATION LIABILITY TO YOU IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL CHIPPLY, INC. A DELAWARE CORPORATION OR ITS MEMBERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR CHIPPLY, INC. A DELAWARE CORPORATION-POWERED STORE, YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY CHIPPLY, INC. A DELAWARE CORPORATION. FURTHER, IN NO EVENT SHALL CHIPPLY, INC. A DELAWARE CORPORATION LIABILITY IN CONNECTION WITH YOUR CHIPPLY, INC. A DELAWARE CORPORATION-POWERED STORE, YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY CHIPPLY, INC. A DELAWARE CORPORATION EXCEED (A) IN THE CASE OF DEALERS, THE GREATER OF $10,000 OR THE AGGREGATE AMOUNT PAID TO CHIPPLY, INC. A DELAWARE CORPORATION BY YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT(S) GIVING RISE TO LIABILITY AND (B) IN THE CASE OF END USERS $100. THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.

INDEMNITY:

You agree to indemnify, defend, and hold harmless Chipply, Inc. a Delaware Corporation, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Services, Site, operation of any Chipply, Inc. a Delaware Corporation-powered Store, your violation of this Agreement or any other agreement with Chipply, Inc. a Delaware Corporation, misuse of the Services, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. We will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost. You may not resolve or settle any such claim or demand without Chipply, Inc. a Delaware Corporation consent and agreement

COPYRIGHT COMPLAINTS:

While Chipply, Inc. a Delaware Corporation is not responsible for Dealers’ Store content or liable for any Dealer violation of third party intellectual property rights, we respect the intellectual property of others. Pursuant to the Digital Millennium Copyright Act (17 U.S.C. §512(c)(2)) (the “DMCA”), we will respond promptly to remove material that infringes another person’s copyright or other intellectual property right. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow the procedures of the DMCA. Chipply, Inc. a Delaware Corporation copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: teamchipply@chipply.biz

CALIFORNIA PROPOSITION 65 (“Prop 65”):

Dealer is solely responsible, and Chipply, Inc. a Delaware Corporation has no responsibility, for (1) identifying Dealer’s goods or services that are subject to Prop 65; and (2) labeling the goods and services in accordance with Prop 65 and otherwise complying with Prop 65 with respect to such goods and services. For the avoidance of doubt, Chipply, Inc. a Delaware Corporation will not determine the applicability of Prop 65 to any Dealer goods or services, nor will it make any determination regarding the content of Prop 65 notices or warnings for Dealer’s goods or services.

GOVERNING LAW:

This Agreement shall be construed in accordance with and governed by the laws of the State of Wisconsin, and you hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Milwaukee, Wisconsin, for all disputes arising out of or related to the use of the Services.

SEVERABILITY; WAIVER:

If, for whatever reason, a court of competent jurisdiction finds any term or condition in this Agreement to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

CHANGE OF CONTROL:

In the event of a change of control of Chipply, Inc. a Delaware Corporation or the sale of substantially all of Chipply, Inc. a Delaware Corporation assets, all rights of Chipply, Inc. a Delaware Corporation hereunder shall be transferable without notice to you.

ENTIRE AGREEMENT; AMENDMENT:

Except for a separate license agreement or similar agreement between you and Chipply, Inc. a Delaware Corporation , this Agreement constitutes the entire agreement between you and Chipply, Inc. a Delaware Corporation regarding the use of the Site. Should there be a conflict between the terms of such separate agreement between you and Chipply, Inc. a Delaware Corporation and the Agreement, the terms of such separate agreement shall control. This Agreement may be amended or amended and restated from time to time by Chipply, Inc. a Delaware Corporation in its sole discretion and you shall be deemed to accept any such amendment or restatement upon your login to the Site after Chipply, Inc. a Delaware Corporation updates the same on the Site.

CONTACT US BY EMAIL:

To ask questions or comment about these Terms and Conditions, contact us at: teamchipply@chipply.biz or 262-202-8129.

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