Chirrup, LLC Terms of Service

Last Updated: May 22, 2024

Here are the consolidated and revised Terms of Service for Chirrup, LLC:

Welcome to Chirrup, a service provided by Chirrup, LLC ("Chirrup," "we," "our," or "us"). These Terms of Service ("Terms") govern your use of the Chirrup website and the software and services made available there, as well as any other websites, subdomains, or services owned or controlled by Chirrup (collectively, the "Service"). By registering for, accessing, browsing, using or subscribing to the Service, you agree to be bound by these Terms and to use the Service in compliance with these Terms, our Privacy Policy and all applicable laws and regulations.

If you are using or opening an account with Chirrup on behalf of a company, entity, or organization (collectively, "Subscribing Organization") then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these Terms; (ii) have read these Terms; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.

1. License Grant

Subject to these Terms, Chirrup grants you a limited, personal, non-transferable license to use the Service solely for your internal business purposes. You shall have no right to sub-license or resell the Service.

2. Privacy

Please read our Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information.

3. Individual Services

Certain features of the Service may be subject to additional terms and conditions, which will be presented to you when you sign up for those features. In the event of a conflict between these Terms and any terms for Individual Services, the terms for the Individual Service shall control with respect to your use of that service.

4. Your Use of the Service

4.1. Eligibility

The Service is not available to persons under 18 years of age. You represent that you are at least 18 years of age. We may terminate your account and refuse you use of the Service if we discover you are under 18.

4.2. Account Registration

To use certain aspects of the Service, you must register for an account. You agree to provide accurate, current and complete information during registration and to update such information to keep it accurate, current and complete.

4.3. Restrictions

You agree not to (i) use the Service for any unlawful purpose; (ii) copy, transmit, distribute or resell any part of the Service without Chirrup's prior written consent; (iii) use the Service to send unsolicited commercial emails or SMS messages; (iv) use the Service for any high risk or illegal activity; (v) reverse engineer or access the Service in order to build a competitive product or service; or (vi) copy any features or functions of the Service.

5. Payment, Renewals and Cancellation

5.1. Fees

The Service is offered for a fee and you agree to pay all applicable fees for the Service in U.S. Dollars. Fees are non-refundable except as required by law. We may change the fees for the Service by posting the changes on the Service or by sending you an email.

5.2. Renewals

Your subscription will automatically renew for additional periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate. You can cancel renewals at any time by contacting us at support@chirrup.com.

5.3. Cancellations

You may cancel your subscription at any time by contacting us at support@chirrup.com, but except as required by law, you will not receive a refund of any fees already paid.

6. Intellectual Property

6.1. Chirrup IP

The Service contains content owned or licensed by Chirrup ("Chirrup Content"). Chirrup Content is protected by copyright, trademark, patent, trade secret and other laws, and Chirrup owns or licenses all rights in such Chirrup Content. You may not remove any copyright notices or other proprietary notices from the Service or any Chirrup Content.

6.2. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any, you grant us the right to use it without restriction or compensation to you.

7. User Content

7.1. User Content Generally

Certain features of the Service may permit users to upload content to the Service, including messages, data, text, and other types of information ("User Content") and to publish User Content on the Service. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Service.

7.2. Limited License Grant to Chirrup

By posting or publishing User Content, you grant Chirrup a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).

7.3. Limited License Grant to Other Users

By posting or sharing User Content with other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.

7.4. User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that: (i) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Chirrup and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section; and (ii) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) cause Chirrup to violate any law or regulation.

8. Prohibited Conduct

BY USING THE SERVICE YOU AGREE NOT TO:

Use the Service for any illegal purpose or in violation of any local, state, national, or international law;

Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

Post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

Interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

Interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;

Sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10) or any right or ability to view, access, or use any Material; or

Attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.

9. Chirrup Rights

9.1. Right to Review Content

Chirrup may (but has no obligation to) monitor or review the Service and Content at any time. Without limiting the foregoing, Chirrup shall have the right, in its sole discretion, to remove any User Content for any reason (or no reason), including if such User Content violates the Terms or any applicable law.

9.2. Disclosure

Chirrup may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Chirrup's sole discretion.

10. Links to Third Party Sites

The Service may contain links to third-party websites or resources. You acknowledge and agree that Chirrup is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Chirrup of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

11. Termination

Chirrup may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by contacting Chirrup support. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

12. Warranty Disclaimer

THE SERVICE (INCLUDING, WITHOUT LIMITATION, CHIRRUP CONTENT) IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CHIRRUP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Chirrup makes no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Chirrup makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Service.

13. Indemnity

You will indemnify and hold harmless Chirrup and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Service, (ii) Your Content, or (iii) your violation of these Terms.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CHIRRUP NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHIRRUP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHIRRUP'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE AMOUNTS YOU HAVE PAID TO CHIRRUP FOR USE OF THE SERVICE OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CHIRRUP, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHIRRUP AND YOU.

15. Dispute Resolution

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

16. General Terms

16.1. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Chirrup and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Chirrup and you regarding the Service.

16.2. Governing Law and Jurisdiction

These Terms and your use of the Service will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS.

16.3. Waiver

The failure of Chirrup to enforce any right or provision of these Terms will not be deemed a waiver of them.

16.4. Changes to Terms

Chirrup reserves the right to update or modify the Terms at any time without prior notice. Any new features that augment or enhance the current Service shall be subject to the Terms. If any modification is unacceptable to you, your only recourse is to terminate your account. Your continued use of the Service after any revision to the Terms constitutes your binding acceptance of the revised Terms.

16.5. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

How to Contact Us

If you have any questions about these Terms, please contact us at:

Chirrup, LLC 1350 Ala Moana Blvd 3107, Honolulu, HI, 96814, United States

legal@chirrup.com