Terms of Use Agreement
Effective as of May 10, 2023
Thank you for your interest in Chiho, WEB3 LLC (“Chiho”, “we” or “us”). This Terms of Use Agreement (“Terms of Use”), together with any applicable Supplemental Terms (as defined in Section 1.3) (collectively, with the Terms of Use, the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at Chiho.co and any of Chiho’s other websites on which a link to these Terms of Use appears (collectively, the “Website”), and (ii) any services or other resources available on or enabled via our Website (collectively with our Website, the “Services”).
If you use the Services as made available by an employer (“Employer”) pursuant to a separate enterprise services agreement between such Employer and Chiho (an “Enterprise Agreement”), then in the event of a conflict between the terms of this Agreement (including the Privacy Policy) and the terms of the Enterprise Agreement, the terms of the Enterprise Agreement shall prevail to the extent of such conflict. For clarity, to the extent an Enterprise Agreement has been duly executed by your Employer, Chiho’s collection, use, and processing of data obtained in connection with your use of the Services are governed by such Enterprise Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS TERMS OF USE GOVERNS THE USE OF THE WEBSITE AND APPS AND APPLIES TO ALL INTERNET USERS VISITING THE WEBSITE. BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING BY CLICKING ON ANY “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Chiho, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE THIS AGREEMENT, AND IN WHICH CASE, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE BE AWARE THAT SECTION 1.4 (COMMUNICATIONS WITH Chiho) OF THIS AGREEMENT, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND PUSH NOTIFICATION.
You should print a copy of these terms or save them to your computer for future reference. PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY Chiho IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Chiho will make a new copy of the Terms of Use and/or Supplemental Terms, as applicable, available on the Website. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. USE OF THE SERVICES.
The Services and the information and content available on the Services are protected by copyright laws throughout the world. Unless otherwise specified by Chiho in a separate license (including without limitation an Enterprise Agreement), your right to access and use any and all of the Services is subject to the Agreement.
1.1 Description of Services.
The Services allow you to manage and consolidate your communications and outreach with clients and prospects via one or more third-party messaging and/or social networking services (each, an “SNS”). In addition, the Services allow you to join your Employer’s network and connect and share information with other members in such network.
1.2 Supplemental Terms.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.
1.3 Beta; Updates.
Certain aspects of the Services may be in a trial or beta version (“Beta Services”). Chiho makes no representations that Beta Services will ever be made generally available and reserves the right to discontinue or modify Beta Services at any time without notice. Beta Services are provided AS IS and WITH ALL FAULTS, and may contain bugs, errors or other defects. Your use of any Beta Services is at your sole risk. You understand that the Services are evolving. You acknowledge and agree that Chiho may update the Services with or without notifying you.
1.4 Communications with Chiho.
By entering into this Agreement or using any of our Services, to the maximum extent permitted by applicable law and subject to Chiho’s Privacy Policy, you agree to receive communications from us, including via e-mail and/or push notifications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Chiho and industry developments.
2. REGISTRATION.
2.1 Registering Your Account.
In order to access certain features of the Services, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”) or has a valid account on an SNS through which the user has connected to the Services (each such account, an “SNS Account.”)
2.2 Access and Linking Through a SNS.
You may link your Account with SNS Accounts by allowing Chiho to access your SNS Account, as is permitted under the applicable terms and conditions that govern your SNS Account. You represent that you are entitled to grant Chiho access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your SNS Account and without obligating Chiho to pay any fees or making Chiho subject to any usage limitations imposed by such SNS. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to or Make Available through your SNS Accounts may be available on and through your Account on the Services. Please note that if an SNS Account or associated service becomes unavailable, or Chiho’s access to such SNS Account is terminated by the SNS, then you will no longer be able to link your SNS Account to the Services. You may have the ability to disable the connection between your Account and one or more SNS Accounts through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS, AND Chiho DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS.
2.3 Registration Data.
You agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form or otherwise in connection with your use of the Services (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you are (i) at least eighteen (18) years old; and (ii) not a person barred from using the Services under the laws of the United Arab Emirates, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or any access code with anyone, and you agree to notify Chiho immediately of any unauthorized use of your Account or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Chiho has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Chiho has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Chiho reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Chiho, or if you have been previously banned from any of the Services. You acknowledge and agree that Chiho will use your Registration Data in accordance with its Privacy Policy.
2.4 Your Account.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Chiho. Chiho reserves the right to terminate your Account if it has been inactive for one hundred eighty (180) days.
2.5 Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
3. RESPONSIBILITY FOR CONTENT.
3.1 Types of Content.
You acknowledge that all Content (as defined in Section 4.1), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Chiho, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Registered Users of the Services, and not Chiho, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”).
3.2 Storage.
Unless and solely to the extent expressly agreed to by Chiho in writing, Chiho has no obligation to store any of Your Content that you Make Available on the Services. Chiho has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Chiho retains the right to create reasonable limits on Chiho’s use and storage of Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Chiho in its sole discretion. We encourage you to make back-up copies of or otherwise store any of Your Content or other data.
4. OWNERSHIP.
4.1 The Services.
Except with respect to Your Content and User Content, you agree that Chiho and its suppliers own all rights, title and interest in the Services, including but not limited to, any computer code, themes, objects, concepts, sounds, audiovisual effects, methods of operation, moral rights, documentation, and software (collectively, “Content”) made available thereby or therethrough. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
4.2 Trademarks.
Chiho’s stylized name and all related graphics, logos, service marks and trade names used on or in connection with any the Services or in connection with the Services are the trademarks of Chiho and may not be used without permission in connection with your, or 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.
4.3 Your Content.
Chiho does not claim ownership of Your Content. However, when you as a Registered User post, publish or transmit Your Content on, in, or through the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform, and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
4.4 License to Your Content.
Subject to any applicable Account settings that you select, you grant Chiho a fully paid, royalty-free, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use Your Content (in whole or in part) for the purposes of operating and providing the Services as contemplated herein. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services, or any area of the Services in which you have granted permissions for Your Content to be displayed, and that the applicable Employer may have additional rights to view Your Content whether or not Your Content has been made public. You agree that you, not Chiho, are responsible for all of Your Content that you Make Available on or in the Services. You represent and warrant that you have complied with all laws applicable to Your Content, including without limitation any laws that require you to obtain the consent of one or more third parties in order to upload such Content to or make such Content available through Chiho, and that Your Content and use thereof in connection with the Services will not violate the rights of any third parties. Any Content posted by you may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Chiho in its sole discretion. You may not post a photograph or transmit any video of another person without that person’s permission.
4.5 Feedback.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Chiho (“Feedback”) is at your own risk and that Chiho 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 Chiho 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, in connection with the operation and maintenance of the Services and/or Chiho’s business.
5. USER CONDUCT AND CERTAIN RESTRICTIONS.
As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Chiho; (c) use any metatags or other “hidden text” using Chiho’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) 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 any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; or (g) take any action or Make Available any Content on or through the Services that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (ii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iii) involves external commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Chiho’s prior written consent; (iv) impersonates any person or entity, including any employee or representative of Chiho; or (v) interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement. Without limiting the foregoing, except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this Section. Any future release, update or other addition to the Services shall be subject to the Agreement. Chiho, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services terminates the licenses granted by Chiho to you pursuant to the Agreement.
6. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT.
Chiho may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Content, including Your Content and User Content, at any time. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.
7. INTERACTIONS WITH OTHER USERS.
7.1 User Responsibility.
You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact through the Services; provided, however, that Chiho reserves the right, but has no obligation, to intercede in such disputes. You agree that Chiho will not be responsible for any liability incurred as the result of such interactions.
7.2 Content Provided by Other Users.
The Services may contain User Content provided by other Registered Users. Chiho is not responsible for and does not control User Content. Chiho does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Registered Users at your own risk.
8. FEES AND PURCHASE TERMS.
8.1 Payment.
Chiho does not currently charge a fee for Registered User-level access to the Services. However, it reserves the right to charge such fees in the future. You agree to pay all fees or charges incurred by you in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, in which case you must provide Chiho with a valid credit card (Visa, MasterCard, or any other issuer accepted by us), PayPal account, or other account with a payment provider (“Payment Provider”), or purchase order information, as a condition to signing up for any paid Services. Your Payment Provider agreement governs your use of the designated credit card, PayPal account, or other payment account and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Chiho with your Payment Provider account and associated payment information, you agree that Chiho is authorized to immediately invoice you for all fees and charges due and payable to Chiho hereunder and that no additional notice or consent is required. You agree to immediately notify Chiho of any change in your billing address or the Payment Provider account used for payment hereunder. Chiho reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.
8.2 Taxes.
If Chiho determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Chiho shall collect such Sales Tax in addition to the payments required under this Agreement. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Chiho, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Chiho for any liability or expense Chiho may incur in connection with such Sales Taxes. Upon Chiho’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
8.3 Withholding Taxes.
You agree to make all payments of fees to Chiho free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Chiho will be your sole responsibility, and you will provide Chiho with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
9. INDEMNIFICATION.
To the maximum extent permitted by applicable law, you agree to indemnify and hold Chiho, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Chiho Party”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, the Service; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Chiho 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 Chiho in asserting any available defenses. This provision does not require you to indemnify any of the Chiho Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS.
10.1 As Is.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHIHO 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 WEBSITE AND/OR SERVICES.
10.2 No Liability for Conduct of Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT CHIHO PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CHIHO PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING YOUR EMPLOYER OR OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
10.3 No Liability for Conduct of Other Users.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES, INCLUDING WITHOUT LIMITATION GUESTS AND OTHER REGISTERED USERS. YOU UNDERSTAND THAT CHIHO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. CHIHO MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.
10.4 Third-Party Materials.
As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Chiho to monitor such materials and that you access these materials at your own risk.
11. LIMITATION OF LIABILITY.
11.1 Disclaimer of Certain Damages.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL CHIHO PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT CHIHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, OR INTERACTIONS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A CHIHO PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A CHIHO PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A CHIHO PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. TO THE EXTENT REQUIRED BY APPLICABLE LAW, CHIHO DOES NOT SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY CHIHO‘S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW TO THE EXTENT SUCH LAW IS APPLICABLE TO YOUR USE OF THE SERVICES.
11.2 Cap on Liability.
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, CHIHO PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO CHIHO BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CHIHO PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A CHIHO PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A CHIHO PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.3 User Content.
EXCEPT FOR CHIHO‘S OBLIGATIONS WITH RESPECT TO YOUR PERSONAL DATA AS SET FORTH IN CHIHO‘S PRIVACY POLICY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHIHO ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
11.4 Exclusion of Damages.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET OUT IN THIS SECTION 11. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11.5 Basis of the Bargain.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHIHO AND YOU.
12. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.
It is Chiho’s policy to terminate membership privileges of any user who repeatedly infringes copyright upon prompt notification to Chiho by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on or transmitted through the Services in a way that constitutes copyright infringement, please provide our 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) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) 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.
13. TERM AND TERMINATION.
13.1 Term.
The Agreement commences on the earlier of: (a) the date you first used the Services or (b) the date when you otherwise accept this Agreement (as described in the preamble above), and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
13.2 Termination of Services by Chiho.
Chiho has the right to, immediately and without notice, suspend or terminate any Services provided to you, at any time, in the event that (a) the agreement between Chiho and your Employer is terminated; (b) you breach any provision of this Agreement; (c) Chiho determines that your use of the Services (including without limitation any of Your Content) violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Chiho; or (d) Chiho otherwise determines in its sole discretion not to provide the Services. You agree that all terminations shall be made in Chiho’s sole discretion and that Chiho shall not be liable to you or any third party for any termination of your Account.
13.3 Termination of Services by You.
If you want to terminate the Services provided by Chiho, you may do so by (a) notifying Chiho at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Chiho’s address set forth below.
13.4 Effect of Termination.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your Account and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Chiho will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13.5 No Subsequent Registration.
If your registration(s) with, or ability to access, the Services is discontinued by Chiho due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Chiho reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
14. INTERNATIONAL USERS.
14.1
The 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 Chiho intends to announce such Services or Content in your country.
14.2
The Services are controlled and offered by Chiho from its facilities in the United Arab Emirates. Chiho makes no representations that the Services are appropriate or available for use in other locations. To the maximum extent permitted by applicable law, those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
15. THIRD-PARTY SERVICES.
15.1
The Services may contain links to third-party websites, applications, and/or advertisements (“Third-Party Services”). When you click on a link to a Third-Party Service, we may not warn you that you have left the Services, and you become subject to the terms and conditions (including privacy policies) of another website or destination.
15.2
Such Third-Party Services are not under the control of Chiho. Chiho is not responsible for any Third-Party Services. Chiho provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith.
15.3
You use all links in Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
16. GENERAL PROVISIONS.
16.1 Electronic Communications.
The communications between you and Chiho may take place via electronic means, whether you visit the Services or send Chiho e-mails, or whether Chiho posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Chiho in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Chiho provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
16.2 Assignment.
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Chiho’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.3 Force Majeure.
Chiho 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. If a force majeure event occurs that affects Chiho’s performance of its obligations under the Agreement: (a) Chiho will contact you as soon as reasonably possible to notify you; and (b) Chiho’s obligations under the Agreement will be suspended and the time for Chiho’s performance of its obligations will be extended for the duration of the force majeure event.
16.4 Questions, Complaints, Claims.
If you have any questions, complaints or claims with respect to the Services, please contact us at: support@Chiho.co. 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.
16.5 Exclusive Venue.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Chiho agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Wilmington, Delaware.
16.6 Governing Law and Jurisdiction.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, 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.
16.7 Notice.
Where Chiho requires that you provide an e-mail address, you are responsible for providing Chiho with your most current e-mail address, and for keeping such e-mail address current by updating your Account. In the event that the last e-mail address you provided to Chiho is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Chiho’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Such notice shall be deemed given when received by Chiho by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
16.8 Waiver.
Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.9 Severability.
If any portion of this 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.