The following terms and conditions govern all use of the Chirpier websites and all content, services, and products available at or through chirpier.co (collectively, "Website"). The Website is owned and operated by Chirpier, Ltd. ("Chirpier", "we" or "us"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Chirpier's Privacy Policy) and procedures that may be published from time to time on this website by Chirpier (collectively, the "Agreement").
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Chirpier, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
Your account
If you create an account on the Website, you are responsible for maintaining the security of your account and credentials, and you are fully responsible for all activities that occur under the account.
You must immediately notify Chirpier of any unauthorized uses of your account or any other breaches of security. Chirpier will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
Fees and payments
The Website is provided for a fee as set forth on the Website. Unless agreed otherwise, all fees shall be paid within 15 days from receipt of an invoice. Amounts not paid when due shall be subject to a late payment charge of 1.5% per month or the maximum amount permitted by law, whichever is lower. All payments required by this Agreement are exclusive of any taxes, duties, tariffs, levies, and withholdings (including without limitation, sales taxes, use taxes, and value-added taxes), and you agree to be responsible for the payment of all such charges. Should any payment for the Website be subject to withholding tax by any government, you will reimburse us for such withholding tax.
Responsibility of contributors
If you post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"), you are entirely responsible for the content of, and any harm resulting from, that Content and you agree to hold Chirpier harmless against all claims, civil or criminal, resulting from the Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
- the downloading, copying, and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses, or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
Without limiting any of those representations or warranties, Chirpier has the right (though not the obligation) to, in Chirpier's sole discretion (i) refuse or remove any Content that, in Chirpier's reasonable opinion, violates any Chirpier policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Chirpier's sole discretion. Chirpier will have no obligation to provide a refund of any amounts previously paid.
Responsibility of website visitors
Chirpier has not reviewed, and cannot review, all of the material, including computer software, posted through the Website, and cannot therefore be responsible for that material's content, use or effects. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying, or use of which is subject to additional terms and conditions, stated or unstated. Chirpier disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
Acceptable use
You must not:
- use the Website to monitor websites and systems you do not own and operate or to which you have not been given authorized access.
- engage in or to instigate actions that may have an adverse effect on the stability and performance of the Website or other services. Chirpier may choose to set limits on the use of a resource through quotas, time limits, and other mechanisms.
- engage in any activity that is intended to harm the Website's systems, other customers, other systems, or end users of other services and websites.
- distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages.
- use, or facilitate use of, the Website in a manner, which violates any applicable law or regulation.
Chirpier reserves the right to take immediate action to suspend or terminate your account if, in its sole and exclusive discretion, you are engaging in activities that violate this Agreement. Any termination or suspension may be undertaken with or without notice to you.
Content posted on other websites
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Website links, and that link to Website. Chirpier does not have any control over those non-Chirpier websites and webpages, and is not responsible for their contents or their use. By linking to a non-Chirpier website or webpage, Chirpier does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Chirpier disclaims any responsibility for any harm resulting from your use of non-Chirpier websites and webpages.
To the extent that any services, tools or content provided by third parties are integrated within the Website or provided through the Website ("Third Party Content"), the terms and conditions of the Third Party Content shall apply and you will be required to accept the applicable terms and conditions in order to use the Third Party Content within the Website.
Intellectual property
This Agreement does not transfer from Chirpier to you any Chirpier or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Chirpier. Chirpier, its logo, and all other trademarks, service marks, graphics and logos used in connection with Chirpier, or the Website are trademarks or registered trademarks of Chirpier or Chirpier's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Chirpier or third-party trademarks.
If you give feedback on the Website, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary, and implementation of that feedback is owned by Chirpier and may become part of the Website without any compensation to you.
You agree to grant Chirpier a non-exclusive, transferable, royalty-free, sublicensable, irrevocable, worldwide license to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish and distribute the Content solely in relation to the operation of the Website, including the exercise of Chirpier's rights and obligations under this Agreement.
Changes
Chirpier reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Chirpier may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Termination
Chirpier may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Chirpier account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations.