Terms and Conditions

1. Accepting the Terms

1.1 By using or visiting the Chipchik website (referred to as “Site”), you expressly agree to be bound by these Terms in this agreement and to follow these Terms and all applicable laws and regulations governing the Site.

1.2 Chipchik reserves the right to change these Terms at any time without notice and at our discretion, effective immediately upon posting on the Site. It is therefore your sole responsibility periodically to review this page for updates to these Terms and Conditions, which shall come into effect once posted. Your continued use of the website will be deemed acceptance of these Terms, including our Privacy Policy.

2. Rights 

2.1 All rights for all material used to present the Content on the Site (including, but not limited to, text, images, web pages, sound, software (including, code, interface and website structure) and video, and the look-and-feel design are owned by Chipchik. You agree that you are permitted to use this material and/or content only as set out in these Terms or as otherwise expressly authorized in writing by us, and that you may not otherwise copy, reproduce, transmit, publicly perform, distribute, commercially exploit, adapt, translate, modify, bundle, merge, share or make available to any person, or create derivative works of such material or content.

2.2 Except as provided in these Terms, use of the Site does not grant you any right, title, interest or license to any such intellectual property you may access on the Site. Except as provided in these Terms, any use or reproduction of the intellectual property is prohibited.

3. Provision of the Services by Chipchik

3.1 Chipchik is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Chipchik provides may change from time to time without prior notice to you.

3.2 As part of this continuing innovation, you acknowledge and agree that Chipchik may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users at Chipchik’s sole discretion, without prior notice to you. Casual Visitors and Members (but not Establishment Managers) will have no financial burden to use the. Establishment Managers may need to specifically inform Chipchik when they stop using the Services to recover any credit in their account.

3.3 You acknowledge and agree that if Chipchik disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

3.4 You acknowledge and agree that while Chipchik may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Chipchik at any time, at Chipchik’s discretion.

4. Use of the Services by You as a Casual Visitor or Member

4.1 In order to access certain personalized Services such as but not limited to My Favorites or My Maps, you may be required to provide information about yourself (such as identification and/or contact details) as part of the registration process for the Service and/or as part of your continued use of the Services. You agree that any registration information you give to Chipchik will always be accurate, correct and up to date. The use of any personal information that you provide during any registration process is governed by the Privacy Policy. 

4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Chipchik, unless you have been specifically allowed to do so in a separate agreement with Chipchik. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5 Unless you have been specifically permitted to do so in a separate agreement with Chipchik, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.6 You agree that you are solely responsible for (and that Chipchik has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Chipchik may suffer) of any such breach.

5. Use of the Services by You as an Establishment Manager

5.1 In addition to the Terms set out in Paragraph 4, Establishment Managers are also subject to the following Terms:

(i)    If you have identified yourself as an Establishment Manager you acknowledge that you are a legal representative of the Establishment and have the authority to act on its behalf to create, modify and maintain the basic information provided about that Establishment on the Site. To make any changes to this Establishment’s basic information you will be required to set up an Manager account and must provide any data required to do so. Additionally, you may be required to pay a fee as per the Fee schedule provided on the Site at that time. Chipchik may elect to process this fee as a credit toward purchase of additional Services.

(ii)   With an Establishment Manager account you will be provided with the ability on the Site to create and maintain your account including but not limited to general information, web site, URL Links and promotions. The promotions may include but are not limited to advertised specials, coupon-required offers and gift certificates (with or without discounts). You will be given control to identify these promotions with criteria which will enable visitors to locate, and redeem your promotions.

(iii)  You will be required to maintain a credit balance in your account to post your promotion listings and any other Services offered to Establishments. Periodic fees such as monthly membership fees may also be assessed.

(iv)  Chipchik will present Establishment promotions on its Site according to an algorithm which fairly presents all Establishment Promotions equally.

(v)    Under no circumstances will Chipchik be responsible for loss of revenue incurred by an Establishment due to non-presentation of promotional material.

6. Credits and Payments by Establishment Managers

6.1 Transactions on the Website, including but not limited to promoting your Establishment, shall be conducted using Credits in accordance with Chipchik’s Fee Schedule. A credit balance covering any requested fee based activity and any periodic payments due must be available to cover such transactions.

6.2 In the event you are creating or modifying a fee-based transaciton, the appropriate number of Credits shall be deducted from your Membership Account. Credits exist in two forms: “Purchased Credits” and “Offered Credits”.

6.3 You may acquire Purchased Credits only by using credit cards accepted by Chipchik using the online payment process in US Dollars. When you Purchase any Purchase Credits by using a credit card, you warrant that you are the cardholder or account holder and that the billing information provided is accurate, and you authorize Chipchik to charge the designated credit card for the total amount of the purchase, including any sales or similar taxes.

6.3 You may only redeem your Purchased Credits in US Dollars and use them to purchase Services on the Chipchik Site.

6.4 Chipchik, in its sole discretion, may grant you Offered Credits from time to time. Offered Credits for are not redeemable for cash, and can only be used for transactions on the Site.

7. Your Passwords and Account Security

7.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

7.2 Accordingly, you agree that you will be solely responsible to Chipchik for all activities that occur under your account.

7.3 If you become aware of any unauthorized use of your password or of your account you agree to notify Chipchik.

8. Privacy and your Personal Information

8.1 For information about Chipchik’s data protection practices, please read Chipchik’s Privacy Policy. This policy explains how Chipchik treats your personal information, and protects your privacy when you use the Services.

8.2 You agree to the use of your data in accordance with Chipchik’s Privacy Policies.

9. Content in the Services

9.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person or organization from which such content originated. All such information is referred to below as the “Content”.

9.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements and other promotional offers in the Services may be protected by intellectual property rights which are owned by the persons or organizations who provide that Content to Chipchik (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Chipchik or by the Managers of that Content, in a separate agreement.

9.3 Chipchik reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.

9.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

9.5 You agree that you are solely responsible for (and that Chipchik has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage) by doing so.

10. Other Content

10.1 The Services may include hyperlinks to other web sites or content or resources. Chipchik has no control over any web sites or resources which are provided by companies or persons other than Chipchik.

10.2 You acknowledge and agree that Chipchik is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

10.3 You acknowledge and agree that Chipchik is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

10.4 Chipchik does not endorse the content of any third-party site, nor do we warrant that it will not contain viruses or otherwise impact your computer. By using the Site to search for or link to another site, you agree and understand that you may not make any claim against Chipchik for any damages or losses, whatsoever, resulting from your use of the Site to obtain search results or to link to another site.

11. Unacceptable Content

11.1 We reserve the right, but not the obligation, to refuse to post or to remove any Content if it contains or features any of the following: Offensive language, including harmful or abusive language, expletives or profanities, obscenities, or hate speech, or harassing, vulgar, or sexually explicit language; References to illegal activity; Content that contains personal attacks; Personal information, such as phone numbers, mailing addresses, e-mail addresses, personal Web sites, etc.; Content determined by Chipchik to be illegal or to violate any federal, state, or local law or regulation or the rights of any other person or entity; information  that is encrypted; or that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, intercept, or appropriate any system, data, or personal information; or any other Content to be deemed by Chipchik to be unacceptable.

12. Proprietary Rights

12.1 You acknowledge and agree that Chipchik own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services which may be designated confidential by Chipchik shall not be disclosed without Chipchik’s prior written consent.

12.2 Unless you have agreed otherwise in writing with Chipchik, nothing in the Terms gives you a right to use any of Chipchik’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

12.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Chipchik, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Chipchik's brand feature use guidelines as updated from time to time.

12.4 Unless you have been expressly authorized to do so in writing by Chipchik, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the Manager or authorized user of such marks, names or logos.

13. Ending your Relationship as an Manager of an Establishment with Chipchik

13.1 This agreement and its Terms shall continue in perpetuity unless terminated in accordance with this paragraph.

13.2 Chipchik at any time may terminate this Agreement in its sole discretion, including, without limitation deactivating your Membership Name and Membership Password if:

(i)    you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(ii)   Chipchik is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(iii)  Chipchik is no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(ii)   the provision of the Services to you by Chipchik is, in Chipchik’s opinion, no longer commercially viable; or

(iii)  for inactivity by you with respect to use of the Website.

13.3 In the event termination is by Chipchik, Chipchik shall notify you of such termination

13.4 You may at any time terminate your agreement with Chipchik by closing your accounts for all of the Services which you use or by ceasing to fund your account as required for the continuation of services. 

14. Disclaimer

14.1 Chipchik does not promise that its Site will be error free or that its service will never be interrupted. It delivers its content on an "AS IS" basis and it can not guarantee that any interaction you have with its Site will be free of viruses or damaging features. 

14.2 You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided as "AS IS" AND “AS AVAILABLE.”

14.3 Chipchik disclaims all warranties, expressed or implied, including any implied warranties or merchantability and fitness for a particular purpose. Chipchik is not liable for damages or any kind arising from the use of this site including but not limited to direct, indirect, incidental and punitive and consequential damages.

15. EXCLUSION OF WARRANTIES

15.1 IN PARTICULAR, CHIPCHIK DOES NOT REPRESENT OR WARRANT TO YOU THAT:

(i) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(iii) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(iv) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

15.2 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

15.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHIPCHIK OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

15.4 CHIPCHIK FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

16. LIMITATION OF LIABILITY

16.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT CHIPCHIK SHALL NOT BE LIABLE TO YOU FOR:

(i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(ii) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(a) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(b) ANY CHANGES WHICH CHIPCHIK MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(c) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(d) YOUR FAILURE TO PROVIDE CHIPCHIK WITH ACCURATE ACCOUNT INFORMATION;

(e) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

16.2 THE LIMITATIONS ON CHIPCHIK’S LIABILITY TO YOU SHALL NEVER EXCEED THE UNUSED FUNDS IN YOUR ACCOUNT. THIS SHALL APPLY WHETHER OR NOT CHIPCHIK HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY ANY SUCH LOSSES.

17. General Legal Terms

17.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

17.2 The Terms constitute the whole legal agreement between you and Chipchik and govern your use of the Services (but excluding any services which Chipchik may provide to you under a separate written agreement), and completely replace any prior agreements between you and Chipchik in relation to the Services.

17.3 You agree that Chipchik may provide you with notices, including those regarding changes to the Terms by postings them on the Site.

17.4 You agree that if Chipchik does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Chipchik has the benefit of under any applicable law), this will not be taken to be a formal waiver of Chipchik’s rights and that those rights or remedies will still be available to Chipchik.

17.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

17.7 The Terms, and your relationship with Chipchik under the Terms, shall be governed by the laws of the State of Colorado without regard to its conflict of laws provisions. You and Chipchik agree to submit to the exclusive jurisdiction of the courts located within the county of Arapahoe, Colorado to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Chipchik shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

August 20, 2008