By accessing or using the any Chief website with an authorized link to the Terms (“Site”), installing or using our mobile application(s) (“App”), signing up for a membership with Chief (the “Membership”), accessing or using any content, information, services, features or resources available or enabled via the Site or App (collectively with the Site, App, and Membership, the “Services”), clicking on a button or taking any other action to signify your acceptance of the Terms, or completing our account registration process, you: (1) agree to be bound by the Terms; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Chief; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. The term “You” refers to the individual or legal entity, as applicable, identified as the end user when you registered through the Site or App. Except as otherwise provided herein, if you do not agree to be bound by the Terms, you may not access or use the Services.
SECTION 15 OF THE TERMS IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you have separately executed with Chief (“Supplemental Terms”) which are incorporated by reference into the Terms. To the extent there is any conflict between the Terms and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement. For example, if you are a User who has agreed to the Membership Agreement with Chief (“Membership Agreement”), the terms of that Membership Agreement will control and supersede the Terms with respect to the subject matter of such Membership Agreement.The Terms and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY CHIEF IN ITS SOLE DISCRETION AT ANY TIME.When changes are made, Chief will make a new copy of the Terms available on the Site or App, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Site or App.We will also update the “Last Updated” date at the top of the Terms.If we make material changes to the Terms, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 2) or another manner through the Services (which may include posting an announcement on our Site or App). Chief may require you to provide consent to the updated Agreement in a specified manner before further use of the App, Site and/or the Services are permitted.If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site, App and/or the Services.Otherwise, your continued use of the Site, App and/or Services constitutes your acceptance of such change(s).PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
- Description of Services. Chief offers a variety of Services, including, but not limited to, its Membership, personal executive coaching for Members (the “Coaching Services”) and other services associated with Membership (“Membership Add-Ons”).
- Membership. To apply for a Membership, please visit chief.com. Once your application is approved, in Chief’s sole discretion, the Membership Agreement will govern the terms and conditions of your Membership.
- Personal Executive Coaching. The Services also include an opportunity for Members to connect with independent professional coaches (each, a “Coach” and collectively, the “Coaches”) seeking to provide the Coaching Services. Any Coaching Services may be subject to additional fees, and you agree to pay for such fees in accordance with the payment terms set forth herein.
- PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTION OF USERS AND COACHES THROUGH THE SITE OR APP, BUT YOU AGREE THAT CHIEF HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY COACH EXPERIENCE OTHER THAN AS EXPRESSLY SET FORTH IN THE AGREEMENT. ANY COACHING SERVICES ARE PROVIDED BY COACHES AND NOT BY CHIEF, AND USERS ACCEPT COACHING SERVICES AT A USER’S OWN RISK.
- COACHES ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS OR JOINT VENTURERS OF CHIEF. CHIEF DOES NOT PERFORM THE COACHING SERVICES AND USERS HEREBY ACKNOWLEDGE THAT CHIEF DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR COACHING SERVICES BUT MAY MONITOR AND FACILITATE COACHING SERVICES THROUGH THE SITE, SERVICES OR APP.
- Membership Add-Ons. From time to time, Chief may offer Membership Add-Ons in connection with the Services. Additional terms may be provided in connection with participation in the Membership Add-Ons. Please contact [email protected] if you have any questions regarding any purchase of, or participation in, any Membership Add-Ons.
- Eligibility Requirements. In order to access the Services, you must: (a) be at least eighteen (18) years old; (b) of legal age to form a binding contract or that you have reviewed the Agreement with your parent or legal guardian and he or she agrees to the Agreement on your behalf; and (c) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. By using the Services, you represent and warrant that you meet all of the eligibility requirements set forth in this Section and the Agreement. We may still refuse to let certain people access or use of the Services, and we may change our eligibility criteria at any time, in our sole discretion.
- REGISTRATION. When registering an account for the Services (“Account”) or submitting an application for Membership, you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Chief immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. Chief reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Chief. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU.
- OWNERSHIP OF AND LICENSE TO USE SERVICES.
- Use of the Services.Chief and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to the Agreement, Chief grants you a limited, non-transferable license to use the Services solely for your personal non-commercial purposes. Chief, its suppliers, and its service providers reserve all rights not granted in this Agreement.
- App License. Subject to your compliance with the Agreement, Chief grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.
- Trademarks. Chief\'s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Chief and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
- USER CONTENT.
- Responsible Party for Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each User is entirely responsible for all content that that User makes available through the Services (“User Content”). Chief has no obligation to pre-screen any content. You use all User Content and interact with other Users at your own risk. Without limiting the foregoing, Chief reserves the right in its sole discretion to pre-screen, refuse, or remove any content. Chief shall have the right to remove any content that violates this Agreement or is otherwise objectionable.
- Ownership of Your Content. Chief does not claim ownership of any User Content you make available on the Services (“Your Content”). However, when you as a User post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to grant Chief the license set forth in Section 4.3. Except with respect to Your Content, you agree that you have no right or title in or to any content that appears on or in the Services.
- License to Your Content. Subject to any applicable Account settings, you grant Chief a right to copy, use, and display Your Content (in whole or in part) and create derivative works from Your Content for purposes of operating and providing the Services. Note that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services.
- User Submissions. During your use of the Services, you may submit text responses, chats, comments, suggestions and other information (collectively, the "Submissions") to the Site, whether or not requested to do so by Chief. You shall be deemed to have granted Chief a worldwide, perpetual, royalty-free, non-exclusive, transferable, sub-licensable, license to cache, copy, distribute, transmit, publicly display, reproduce or otherwise use or exploit the Submissions on the Services and in other media, digital or analog, now known or hereafter developed throughout the universe including, without limitation, the internet, mobile devices, and in advertising or promotion, print or otherwise. For the avoidance of doubt, by submitting your Submission you understand and agree that any Submission may become publicly viewable on the Services or elsewhere. Chief shall have no obligation to pay you any compensation for your Submissions. Chief is under no obligation to post or use any Submission you may provide. Chief may, in its sole discretion, remove any Submission at any time, with or without notice to you, prior or otherwise. You may request the removal of your Submission for any reason on reasonable written notice to Chief, on receipt of which Chief will take commercially reasonable steps to comply.
Chief does not and cannot review all Submissions and is not responsible for the content or substance thereof. However, Chief reserves the right to delete, move or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person's rights to privacy or publicity, or otherwise unacceptable, provided that Chief shall not be deemed the publisher of any Submission by virtue of its right to control said Submission. Any views and opinions expressed in a Submission reflect the author's point of view and are not necessarily those of Chief or its affiliated entities.
- Other Restrictions on User Conduct. You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You agree to abide by our Community Guidelines, and you shall not (and shall not permit any third party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Chief's prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Chief; or (vi) discloses any personal or confidential information about another person without the express written consent of such person.
- RESTRICTIONS ON USE OF THE SERVICES.
- Acceptable Use. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services;(b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Chief’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement.Chief reserves all rights not granted in this Agreement.Any unauthorized use of Services terminates the licenses granted by Chief pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Chief under law, equity, statute, or otherwise.
- User Rules. Any features and/or services provided on the Services by Chief, including, but not limited to, user comments, instant messaging, and e-mail functions, are subject to this Agreement, the Membership Agreement and any other guidelines published or modified by Chief from time to time (collectively, the "Rules"). You agree to follow our Community Guidelines, and you understand that a breach of either of the Community Guidelines will result in a violation of these Terms. Notwithstanding anything to the contrary in the Rules, in the event that Chief determines, in its sole discretion, that you have violated the Rules, or that any part of your Submission violates the Rules, Chief will have the right to immediately remove such Submission, in whole or in part, and to temporarily suspend your Account and access to the Services, with or without notice to you, prior or otherwise. In the event that Chief, determines that your first violation was particularly offensive, Chief will have the right to immediately and permanently terminate your Account and access to the Services, with or without notice to you, prior or otherwise. Any user may report abuse by sending an email to [email protected].
- FEEDBACK.You agree that your submission of any ideas, suggestions, documents, and/or proposals to Chief (“Feedback”) is at your own risk and that Chief has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.You represent and warrant that you have all rights necessary to submit the Feedback.You hereby grant to Chief a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
- THIRD-PARTY SERVICES.
- Third-Party Websites, Apps and Ads. The Services may contain links to third-party websites (“Third-Party Websites”) and apps (“Third-Party Apps”) and advertisements for third parties (“Third-Party Ads”).When you click on a link to a Third-Party Website, Third-Party App or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.Such Third-Party Websites, Third-Party Apps and Third-Party Ads are not under the control of Chief.Chief is not responsible for any Third-Party Websites, Third-Party Apps or Third-Party Ads.Chief provides these Third-Party Websites, Third-Party Apps and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Apps or Third-Party Ads, or any product or service provided in connection therewith.You use all links in Third-Party Websites, Third-Party Apps and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern.You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- App Stores.You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”).You acknowledge that the Agreement is between you and Chief and not with the App Store.Chief, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access.You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App.You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
- Additional Terms for Apple Apps.The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) the Agreement is concluded between you and Chief only, and not Apple, and (ii) Chief, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Chief and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Chief.
- You and Chief acknowledge that, as between Chief and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and Chief acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Chief and Apple, Chief, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
- You and Chief acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
- Payment Terms for Membership. Please refer to your Membership Agreement for information on any membership fees.
- Payment Terms for Other Services. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.You must provide Chief with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”).Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not to the Terms to determine your rights and liabilities.By providing Chief with your credit card number and associated payment information, you agree that Chief is authorized to immediately invoice your Account for all fees and charges due and payable to Chief hereunder and that no additional notice or consent is required.You agree to immediately notify Chief of any change in your billing address or the credit card used for payment hereunder.Chief reserves the right at any time to change its prices and billing methods, either immediately upon posting on Services or by e-mail delivery to you.
- Refund Policy for Services. All payments made through the Services are final, and Chief will not issue any refunds.
- INDEMNIFICATION.You agree to indemnify and hold the Chief, its parents, subsidiaries, affiliates, officers, directors, employees, contractors, and agents and its licensors and suppliers (“Chief Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your misuse of the Services; (c) your violation of the Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations.Chief reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Chief in asserting any available defenses.You agree that the provisions in this Section will survive any termination of the Agreement or your access to Services.
- DISCLAIMER OF WARRANTIES AND CONDITIONS.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, OR ATTENDANCE AT ANY CHIEF MEMBER ORGANIZED EVENT IS AT YOUR SOLE RISK, AND THE SERVICES, THE CHEF SERVICES, AND ANY CHIEF MEMBER ORGANIZED EVENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CHIEF PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
- CHIEF PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES IS ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS ON THE SERVICES WILL BE CORRECTED; (5) YOUR USE OF THE SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.
- ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
- THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.CHIEF MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES.IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- No Liability for Conduct of Third Parties.YOU ACKNOWLEDGE AND AGREE THAT CHIEF PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CHIEF PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
- LIMITATION OF LIABILITY.
- Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CHIEF PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT CHIEF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE CHIEF PARTIES ARE LIABLE TO YOU EXCEED $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
- User Content and Settings. The Chief Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, User communications, or personalization settings.
- Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Chief and you.
- Procedure for Making Claims of Copyright Infringement.If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Project 1972, Inc., 13 E 19th Street, New York, NY 10003
- TERMINATION. At its sole discretion, Chief may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Chief reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, the Agreement will remain enforceable against you and unpaid amounts you owe to Chief for any purchases will remain due.
- INTERNATIONAL USERS.Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Chief intends to announce or promote the availability of such services or content in your country.Services are controlled and offered by Chief from its facilities in the United States of America. Chief makes no representations that Services are appropriate or available for use in other locations.Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
- DISPUTE RESOLUTION.Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Chief and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute between you and us relating in any way to the Services or the Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you and we may assert claims in small claims court if the claims qualify; and (2) you or Chief may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of the Terms or any prior version of the Terms.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.comor by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Chief will pay them for you.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S. county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Chief. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU AND CHIEF HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Chief are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR PERSON. If a decision is issued stating that applicable law precludes enforcement of any of this Section 15.5’s limitations as to a given claim for relief, then the applicable claim must be severed from the arbitration and brought into the state or federal courts located in New York in accordance with Section 16.4.All other claims shall be arbitrated.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Project 1972, Inc., 13 E 19th Street, New York, NY 10003 or e-mail [email protected], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
- Severability. Except as provided in Section 15.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Chief.
- Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Chief makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Chief at the following address: Project 1972, Inc., 13 E 19th Street, New York, NY 10003.
- GENERAL PROVISIONS.
- Electronic Communications.The communications between you and Chief use electronic means, whether you visit Services or send Chief e-mails, or whether Chief posts notices on Services or communicates with you via e-mail.For contractual purposes, you (1) consent to receive communications from Chief in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to the Agreement that Chief provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document.The foregoing does not affect your statutory rights.
- Assignment.The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Chief’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure.Chief shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Exclusive Venue.To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Chief agree that all claims and disputes arising out of or relating to the Agreement or the Services will be litigated exclusively in the state or federal courts in New York, New York.
- Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
- Notice.Where Chief requires that you provide an e-mail address, you are responsible for providing Chief with your most current e-mail address.In the event that the last e-mail address you provided to Chief is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Chief’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.You may give notice to Chief at the following address: Project 1972, Inc., 13 E 19th Street, New York, NY 10003.Such notice shall be deemed given when received by Chief by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Questions, Complaints, Claims.If you have any questions, complaints or claims with respect to the Services, please contact us at: Project 1972, Inc., 13 E 19th Street, New York, NY 10003 or e-mail [email protected]. We will do our best to address your concerns.If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Waiver.Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability.Subject to Section 15.7, if any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Export Control.You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws.In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement.The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.