Modification of these Conditions of Use

Chirp Inc. reserves the right to change the terms, conditions, and notices at any time, and such modifications shall be effective immediately upon posting of such changes. You are therefore responsible for regularly reviewing these Conditions of Use and additional terms or notices posted on the Chirp Inc. website. Your continued access of this website shall be deemed your conclusive acceptance of the modified agreement.

Privacy

Please review our Privacy Policy, which also governs your visit to Chirp Inc. to understand our practices regarding the use and disclosure of your personal information. You can find our Privacy Policy at the Privacy Policy link at the bottom of the web page.

Electronic Communications

When you visit Chirp Inc. or send e-mails to us, you are communicating with us electronically, and thereby you are consenting to receive communications from us electronically or by other means available. We will communicate with you electronically, by telephone or by facsimile. It is further understood that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

Copyright and Trade-mark Licenses

The entire contents of this website (the “Information”), including but not limited to: Text, graphics, logos, button icons, Flash movies, images, audio clips, digital downloads, data compilations, and software, are the property of Chirp Inc. or its content suppliers and are protected by Domestic and International copyright and trade-mark laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute any portion of the Information without the prior express written consent of Chirp Inc., except as described below. If you believe any content appearing on our website constitutes a copyright infringement of another parties rights, please contact us immediately at legal@chirp.com to notify us of this infringement.

Limited Copyright and Trade-mark License

You may print or download portions of the materials from various areas of this website solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials, or modify any registered mark. Chirp hereby grants authorized Sellers and Distributors a royalty-free, non-exclusive and revocable license to distribute, display and promote the Information solely for the purpose of advertising, promoting and selling the Products on the terms hereof, provided that you agree not to change or delete any copyright or proprietary notices from the materials, or modify any registered mark. Chirp may revoke such license at any time if, in the determination of Chirp, Dealer’s use, marketing, distribution, display or promotion is detrimental to the Product and/ or the business and affairs of Chirp. Chirp does not warrant that Information will be current or error-free. Dealer may not adapt or change any Information without written permission of Chirp.

License and Website Access

Chirp Inc. grants you limited license to access and make personal use of this website and not to download (other than for page caching purposes) or modify it, or any portion of it, except with the express written consent of Chirp Inc. This website or any portion of this website may not be reproduced, duplicated, adapted, copied, sold, resold, transmitted or otherwise exploited for any commercial purpose without the express written consent of Chirp Inc. You may not frame, or use any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, flash movie, page layout, or form) of Chirp Inc. without the express written consent of Chirp Inc. You may not use META tags or any other “hidden text” which utilize myChirp.com, Chirp.Health, Chirp Inc. or any other derivative of our domain, company name or registered trademarks without the express written consent of Chirp Inc. You are hereby granted a limited, revocable, and nonexclusive right to create a hyperlink to the Home Page or any Dynamic Deep Link (DDL) of Chirp Inc. so long as the link does not portray any false, misleading, derogatory, or otherwise offensive matter. It is further understood and agreed that Chirp Inc. cannot and does not guarantee or warrant that files made available for downloading through the Chirp Inc. website will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. It is your responsibility for implementing sufficient safeguards and procedures to ensure that any files obtained through Chirp Inc. are free from such contaminations.

Submission of Original Material

Your submissions of files including, but not limited to: Resumes, e-mail, flash movies, images, logos, audio loops, and other software hereby constitutes your agreement to grant Chirp Inc. a non-exclusive, royalty-free, worldwide, sub-licensable, perpetual license, to reproduce, distribute, transmit, modify, adapt, sub-license, and publicly display any such submissions, unless otherwise specified by an agreement made in writing by you and Chirp Inc. You also grant Chirp Inc. the right to utilize your name in connection with all advertising, marketing and promotional materials related thereto.

Disclaimer of Warranty/Limitation of Liability

THIS WEBSITE AND RELATED INFORMATION IS PROVIDED BY CHIRP INC. ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHIRP INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND, OR AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CHIRP INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHIRP INC. DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS, OR E-MAIL SENT FROM CHIRP INC. ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CHIRP INC. WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CHIRP INC. USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON THIS WEBSITE. CHIRP INC. ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY TYPOGRAPHICAL OR OTHER ERRORS OR OMISSIONS IN THE CONTENT OF THIS SITE. IN THE EVENT THAT A PRODUCT IS LISTED AT AN INCORRECT PRICE OR WITH OTHER INCORRECT INFORMATION, CHIRP INC. SHALL HAVE THE RIGHT TO REFUSE OR CANCEL ANY ORDERS PLACED FOR THE PRODUCT LISTED INCORRECTLY. IF A PRODUCT OFFERED BY CHIRP INC. IS NOT AS DESCRIBED, YOUR SOLE REMEDY IS TO RETURN IT TO CHIRP INC. FOR A REFUND. ALL POSTAGE REQUIRED TO RETURN A PRODUCT WILL BE AT THE BUYER’S EXPENSE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Third Party Links

Linked websites are not under the control of Chirp Inc. and Chirp Inc. is not responsible for the contents of any linked site or any link contained in a linked site. Chirp Inc. provides links to you only as a convenience, and the inclusion of any link does not imply or constitute an endorsement by Chirp Inc. of the site.

Applicable Law

By visiting the Chirp Inc. website, you agree that the laws of the province of ONTARIO, without regard to principals of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Chirp Inc.

Disputes

Any dispute relating in any way to your visit or access of the Chirp Inc. website or to the products or services you purchase through the Chirp Inc. website shall be submitted to binding arbitration in Ontario, except that, to the extent you have in any manner violated or threatened to violate Chirp Inc. intellectual property rights, Chirp Inc. may seek injunctive or other appropriate relief in any state or federal court in the province of Ontario, and you consent to exclusive jurisdiction and venue in such courts. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Use shall be joined to an arbitration involving any other party subject to these Conditions of Use, whether through class arbitration proceedings or otherwise.

Indemnification

You agree to indemnify, defend and hold harmless Chirp Inc., its officers, directors, owners, partners, employees, agents, licensors, suppliers and any third party information provider to the website from and against all losses, expenses, damages and costs, including legal fees, resulting from any violation of these Conditions of Use (including negligent or wrongful conduct) by you or your use and access of the Chirp Inc. website.

International Use

Given the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data, e-mail, privacy, copyright, and trademark infringement. Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from the Canada or the country in which you reside.

Other Provisions

Chirp Inc. failure to insist upon or enforce strict performance of any provision of these Conditions of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Conditions of Use. Chirp Inc. may assign its rights and duties under these Conditions of Use to any party at any time without notice to you. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity or enforceability of any remaining condition. Any rights not expressly granted herein are reserved.

Contact Information

Please send notices by care of e-mail to: legal [at] myChirp.com. Copyright © 2019-2020 Chirp Inc. All Rights Reserved. “Chirp Inc.”, “Chirp Inc. and any marks and logos are Federal Registered Trademarks of Chirp Inc. All other trademarks listed are the property of their respective owners.