Main Menu  |  Privacy  |  Terms  |  Login
˟
Terms and Conditions of Use


TERMS AND CONDITIONS OF USE

 

Effective Date:  June 1, 2018

 

Welcome to the Chipply.com website (the "Site"), operated by Chipply, LLC ("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.

 

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, including a user obtaining the Services through the Site.  You may be required to register 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 will not be liable for any loss or damage arising from your failure to keep your account information protected.

 

By registering 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 on the Site, you consent to receive periodic communication from Chipply 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 an organization, you are agreeing 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," a visitor, customer or user of a Chipply-powered Store (defined below); or

            (2) a "Dealer," a provider of products or services seeking to use the Site to create and maintain an online team store powered by Chipply’s web platform ("Store") for specific groups of End Users.

           

The Site shall not be used by anyone under the age of thirteen (13).  By accessing and using the Site or its resources, you represent and warrant that you are thirteen (13) or older. 

 

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

User Content:

Chipply provides the Site and Services for connecting End Users with Dealers. Dealers use Chipply’s 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’s Privacy Policy. This includes protecting personal information that End Users submit.  The proper and efficient functioning of the Site relies on this user content. Chipply 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 discovers or believes your user information, profile or any content you provide is misleading, inappropriate or in error, Chipply reserves the right to remove such content without notice.  Chipply has no obligation to monitor the Site and under no circumstances shall Chipply 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’s 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, and Chipply will, at its discretion, evaluate and potentially take corrective action with regard to the content or data.

FOR DEALERS:

Your Chipply 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 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. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement. Dealers will 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 understand and agree that by posting your content in your Stores, Chipply 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’s platform.

User Conduct:

You represent and warrant 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;

             upload, post, transmit, share, store or otherwise make available any content 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 or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

             upload, post, transmit, share, store or otherwise make publicly available on the Site any private information such as Social Security numbers and credit card numbers;

             solicit personal information from anyone under 13 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 or any other computer code, 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 or otherwise make available content 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;

             upload, post, transmit, share, store or otherwise make available content 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 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.

Links to Third Party Sites:

The Site may contain links to other websites ("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.

Proprietary Rights:

Chipply’s Limited License to You.  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 or its licensors, or its users, and are protected by copyright, trademark and other intellectual property laws.  Chipply 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’s or its licensors’ intellectual property rights.  You may download and/or print one copy of individual pages of the Site or documents made available to you through the use of the Services. You may not reproduce or distribute any materials obtained from the Site or the Services except for reproductions or distribution of the materials for your Dealer or End User purposes related to participating in platform provided by the Site and the Services.

 

Your License to Chipply.  By registering for an account, creating Stores, posting or submitting any information or content (including, without limitation, text, photos and videos) to Chipply 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, other registered users, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, 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.

Federal and State Laws:

When using the Site, or on the Site or in any other media selected by Chipply, you represent and warrant 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.

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. 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.

Termination:

Chipply may terminate your Store or your Account, delete your Chipply 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.

Privacy Policy:

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

Disclaimer:

THE INFORMATION AND SERVICES OFFERED ON OR THROUGH THE SITE 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.  ANY THIRD PARTY GOODS OR SERVICE PROVIDER IS SUPPLIED AS A CONVENIENCE TO THE USER AND LISTING DOES NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT.  CHIPPLY 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 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 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 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’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CHIPPLY 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-POWERED STORE, YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY CHIPPLY. This limitation 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, 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 Site, your violation of these Terms and Conditions, 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.

COPYRIGHT COMPLAINTS:

While Chipply 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.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Chipply’s copyright agent with the following information.

 

a.    An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

b.    Description of the copyrighted work that you claim has been infringed;

c.    The location of the material that you claim is infringing is located on the Site;

d.    Your address, telephone number and e-mail address;

e.    A statement that your claim of infringement is based on a good faith belief; and

f.     A statement made under penalty of perjury, that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

 

Chipply’s copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: teamchipply@chipply.biz

Governing Law:

These Terms and Conditions 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 Site.

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 or the sale of substantially all of Chipply’s assets, all rights of Chipply hereunder shall be transferable without notice to you.

Entire Agreement:

Except for a separate license agreement between you and Chipply, this Agreement constitutes the entire agreement between you and Chipply regarding the use of the Site.  Should there be a conflict between the terms of such separate license agreement between you and Chipply and the Agreement, the terms of such separate license agreement shall control.

Contact us by email:

To ask questions or comment about these Terms and Conditions, contact us at: teamchipply@chipply.biz or 833-265-7882.