News

The following defined terms appear in this Terms of Service for Customers.

• “You” or “Organizer”: A customer that registers to use, or uses our service to make, designate , or process payment transactions from buyers.
• Customer: A person that registers with the service as an organizer or a participant or is a beneficiary of group events.
• Beneficiary: A person designated to receive the payment transaction.
• Event: The pooling or aggregation of funds from customers via payment transactions.
• ChipIn: A ChipIn is an event in which funds from multiple participants are pooled and are either sent to a recipient, or are used to purchase a gift. ChipIn, Inc. is also the name of our company.
• Payment Instrument: Credit cards, debit cards, and the PayPal service are all payment instruments. Credit cards and debit cards that are registered with the ChipIn service by customers to facilitate the processing of payment transactions must be associated with a billing address in the United States. However, customers using PayPal do not have to live in the United States, as PayPal accepts International currencies.
• Payment Transaction: The processing of a payment through the service that results in the debiting or charging of the purchase amount to a customer’s payment instrument and the crediting of funds to a beneficiary.
• Product: Any merchandise, good or service that a beneficiary may receive from customers using the service.
• Purchase Amount: The dollar amount of an event payment transaction to pay for a product and any related fees, taxes or shipping charges, as applicable.
• Service: The service, described in these Terms of Service for customers, facilitates the processing of payment transactions on behalf of an organizer for the benefit of a recipient.

Acceptance of terms

ChipIn is an online service that lets groups of people pool money (make collaborative transactions) to make purchases or send money to a beneficiary. To become a member of ChipIn, you should review this entire Terms of Service for buyers before you decide to accept them and continue with the registration process. If you do not agree to be bound by the terms after you read this agreement, you should not use the ChipIn service. By registering with ChipIn and using the ChipIn service, you agree that we may modify the terms of this Agreement or the Privacy Policy, in our sole discretion, by posting amended terms to this Web site. Your continued use of the service indicates your acceptance of the amended Terms of Service agreement.

You also are subject to any Web site terms of use, privacy policies, and/or user agreements that may be applicable to you as a result of your use of ChipIn Web sites.

BY CLICKING ON THE “SIGN UP” BUTTON ON THE CHIPIN.COM REGISTRATION PAGE, YOU AGREE TO BE BOUND BY THIS TERMS OF SERVICE FOR BUYERS.

The service

The service is provided by ChipIn, Inc. and by using our service, you indicate that you understand and agree to the following: (a) if you choose to register, you must submit a valid e-mail address (member name) and select a password during the registration process; (b) You are responsible for maintaining the confidentiality of your member name and password and all uses of your account, whether or not you’ve authorized such use; (d) You are responsible for maintaining the confidentiality of other members’ contact information; (d) You agree to notify ChipIn, Inc. immediately of any unauthorized use of your account and (e) You are at least 18 years of age. ChipIn, Inc. will not be held liable for any loss or damage due to non-compliance. In addition, you understand and agree that the content of all users, including your content, will be collected, aggregated and anonymously integrated into the ChipIn service, and that ChipIn, Inc. will use aggregated data collected from you and other users for statistical and analytical reporting purposes. By using the ChipIn service, you indicate that you understand, and agree that, unless expressly stated, ChipIn, Inc. in no way controls, verifies, or endorses any of the information contained on or in the ChipIn service, outside of official documentation. This includes links, group descriptions, and messages.

Registration

Registration is required to organize ChipIn events. It is not, however, required to participate in ChipIn events. As part of the registration process for the service, you agree to: (a) provide certain limited information about you as prompted to do so by the service (such information must be current, complete and accurate); and (b) maintain and update this information as needed to keep it current, complete and accurate. The information requested upon initial registration shall be referred to as registration data (“Registration Data”). ChipIn reserves the right to delete accounts created by users who appropriate the name, likeness, email address, or other personally identifiable information of another individual. ChipIn, Inc. also reserves the right to refuse the service to any user.

In order to use the service, an organizer must register for the service by completing all required information elements on the service registration web pages. An organizer must either use the PayPal service, or use a valid credit card issued by a U.S. financial institution as a payment instrument for purposes of validation and payment of payment transactions, fees and other organizer obligations arising from its use of the service. Organizers agree to provide current, complete and accurate registration information and payment instrument information, and to update such information to maintain its accuracy. ChipIn may require buyers to provide additional information from time to time as a condition of continued use of the service, or to assist ChipIn in determining whether to permit organizers to continue to use the service.

Organizers authorize ChipIn to confirm that a payment instrument listed by an organizer on the service registration web page is in good standing with the issuing U.S. financial institution by submitting a request for a payment authorization and/or a low dollar credit or debit to the payment instrument and by other confirmation means. Organizers also authorize ChipIn to obtain credit reports and to otherwise make credit or other background inquiries on organizers as ChipIn deems appropriate to assess an organizer’s eligibility for the service, or to review the organizer’s continued use of the service.

ChipIn, in its sole and absolute discretion, may refuse to approve or may terminate existing registration for an organizer with or without cause or notice, other than any notice required by any applicable law, and not waived herein.

By agreeing to these Terms of Service for organizers, each organizer represents that:

• If an individual, he or she is 18 years old or older;
• He or she is capable of entering into a legally binding agreement;
• He or she is a resident of the United States;
• If they are a business entity, they are duly authorized to do business in the United States; and
• If they are a business entity, the employees or officers of that business entity accessing the service is/are duly authorized to access the service and to legally bind said business entity with respect to these Terms of Service for organizers and all transactions conducted under the organizer’s username and password.

Transactions between groups and organizations or individuals

ChipIn acts as an intermediary between groups (ad hoc or otherwise) and the trustee (or organizer) who collects the pooled money. After a ChipIn event is successfully completed by reaching a predetermined monetary collection goal, deadline, or by other methods determined by the organizer, ChipIn transfers deposits from participants of the ChipIn event to the beneficiary in the form of cash, gift cards, prepaid debit cards, services or merchandise. If a ChipIn Event expires or is not successful based on the organizer’s pre-determined specifications, ChipIn will refund all payments (if any have been collected) associated with the ChipIn event to the contributing participants if desired by the organizer. ChipIn is not responsible for any uses of the proceeds by the beneficiary and acts only as an intermediary to collect contributions from a group of participants for a beneficiary. ChipIn also makes no guarantees regarding the performance or fairness of its payment service, PayPal Inc. ChipIn, Inc. shall not be liable for your interactions with any organizations and/or individuals found on or through the ChipIn service after funds have been transferred. This includes, but is not limited to, delivery of goods and services through ChipIn events, and any other terms, conditions, warranties or representations associated with such dealings. After ChipIn transfers funds to the beneficiary, all subsequent dealings are solely between you and such organizations and/or individuals. By using our service, you agree that ChipIn, Inc. is not responsible for any damage or loss incurred as a result of any such dealings. ChipIn, Inc. is under no obligation to become involved in disputes between group event participants, organizers, and beneficiaries, or between site members and any third party. In the event of a dispute, you release ChipIn, Inc., its officers, employees, agents and successors from all claims, damages and demands – known or unknown, suspected or unsuspected, disclosed or undisclosed – arising out of or in any way related to such disputes and our service. Though ChipIn cannot be held liable for the actions of an organizer, organizers are nevertheless wholly responsible for fulfilling obligations both implied and stated in any group event they create. ChipIn reserves the right to cancel a group event and refund all associated members’ payments at any time and for any reason. ChipIn reserves the right to remove a group event from our Web site for any reason.

Privacy

Buyers understand and agree that personal information provided to ChipIn, Inc. in connection with the service is subject to the service’s Privacy Policy.

Copyrights and trademarks

ChipIn, Inc., the ChipIn, Inc. logo, and other names, logos, icons and marks identifying ChipIn, Inc. products and services are trademarks of ChipIn, Inc. and may not be used without the acquisition of prior written permission from ChipIn, Inc. All rights not expressly granted in this agreement are reserved to ChipIn, Inc. By using our service, you understand and agree that any uploading or posting will be at your sole risk and ChipIn, Inc. shall not be responsible to you in any way. Further, ChipIn, Inc. does not provide any warranty as to your use of any third party content, service, or product that you obtain from the ChipIn, Inc. site. You may not post, distribute, reproduce, or sell in any way, any copyrighted material, trademarks, or other proprietary information that you do not have legal authorization to use.

Use of electronic communications

ChipIn may communicate with customers regarding the service by means of electronic communications, including (a) sending electronic mail to email addresses provided to ChipIn by buyers during registration, or (b) posting of notices or communications on a ChipIn Web site.

ChipIn and ChipIn customers agree that ChipIn may send the following types and categories of communications and records to customers via electronic communications: these Terms of Service for customers (and revisions or amendments), notices or disclosures regarding the service, payment authorizations, and any other matter relating to customer use of the service. Customers are responsible for providing hardware, software, and electronic access to the Internet in order to use the service. Customers should maintain copies of electronic communications by printing a paper copy or saving an electronic copy on their computers. When ChipIn sends an electronic communication to an email address which was provided by a customer in accordance with these Terms of Service for customers, it is assumed that the email address is current, and that the customer received the sent electronic communication. It is the customer’s responsibility to read and fully understand all electronic communications that are posted on a ChipIn Web site, and it is assumed that by using our service, customers have read and accept all such communications.

ChipIn events and other content

You are fully responsible for any content you post on the ChipIn service, including, but not limited to, photos, personal profile(s), and forum messages. As a ChipIn user, you understand and agree that ChipIn, Inc. may block or interrupt any group action at any time, and for any reason. Grounds for deletion of a ChipIn event include, but are not limited to, frivolous content or unrealistic targets. You understand and agree that ChipIn, Inc. may review and delete any content that violates this agreement or which might be offensive or illegal, or which threatens to jeopardize the safety of or violate the rights of other users and members. Content that is illegal or prohibited includes, but is not limited to, material, text, graphics, video and audio that:

• Is unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, or otherwise objectionable
• Displays sexually explicit material of any kind
• Is intended or designed to disrupt an ongoing conversation via flaming (sending a message in which the writer publicly attacks another participant in overly harsh, or personal terms) or trolling (deliberately posting derogatory or inflammatory comments in order to incite responses from other users)
• Encourages conduct that could constitute a criminal offense, gives rise to civil liability, or otherwise violates any applicable local, state, national or international law or regulation
• Transmits or posts any unsolicited or unauthorized advertising, “spam,” or junk mail, including “chain letters,” “pyramid schemes,” and the like
• Transmits or posts any content that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights
• Transmits or posts any viruses or material designed to disrupt, limit or destroy any functionality of any computer software or hardware of users, members or the ChipIn service
• Collects, stores or solicits information about other users or members for commercial or unlawful purposes, or to engage in commercial activity such as contests and sweepstakes, without prior consent from ChipIn, Inc.
• Contains personally identifiable information about another member that is published without their express consent
• Contains material originally posted by another member that is reposted without permission or attribution
• Advertises any illegal services or the sale of any items prohibited or restricted by applicable law
• Has misleading email addresses or other manipulated identifiers to disguise its origin

ChipIn Blog Services

Your ChipIn Account and Site. If you create a blog on the Web site, you are responsible for maintaining the security of your account and blog, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the blog. You must not describe or assign keywords to your blog in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and ChipIn Inc. may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause ChipIn Inc. liability. You must immediately notify ChipIn Inc. of any unauthorized uses of your blog, your account or any other breaches of security. ChipIn Inc. 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. ChipIn Inc. may from time to time set storage limits for your blog, or take any other measures ChipIn Inc. considers appropriate to manage the Web site. ChipIn Inc. will advise you of any such change, and may do so in any reasonable manner, such as posting a change on the dashboard you see when you log in to your ChipIn.com account or via the “ChipIn.com News” blog accessible at chipin.com. If you exceed the storage limits, ChipIn Inc. may require you to reduce the storage you are using or pay additional fees. ChipIn Inc. may also from time to time change its policies on offering commercial content or displaying advertising, and it may do this without notice. However, ChipIn Inc. may post blog entries about its policy changes, and you may wish to check your dashboard for ChipIn Inc.’s announcements about any such changes.

Responsibility of Contributors. If you operate a blog, comment on a blog, post material to the Web site, post links on the Web site to material on, or otherwise make material available by means of the Web site (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that 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, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of 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 obscene or libelous, and does not violate the privacy or publicity rights of any third party; and
• you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by ChipIn Inc. or otherwise.

By submitting Content to ChipIn Inc. for inclusion on your Web site, you grant ChipIn Inc. a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, ChipIn Inc. will use reasonable efforts to remove it from the Web site, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of those representations or warranties, ChipIn Inc. has the right (though not the obligation) to, in ChipIn Inc.’s sole discretion: (i) refuse or remove any content that, in ChipIn Inc.’s reasonable opinion, violates any ChipIn Inc. policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Web site to any individual or entity for any reason. ChipIn Inc. will have no obligation to provide a refund of any amounts previously paid.

Responsibility of Web site Visitors. ChipIn Inc. has not reviewed, and cannot review, all of the material, including computer software, posted to the Web site, and cannot therefore be responsible for that material’s content, use or effects. By operating the Web site, ChipIn Inc. does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. 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 Web site may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Web site 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. ChipIn Inc. disclaims any responsibility for any harm resulting from the use by visitors of the Web site, or from any downloading by those visitors of content there posted.

Content Posted on Other Web sites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the Web sites and webpages to which chipin.com links, and that link to chipin.com. ChipIn Inc. does not have any control over those non-ChipIn Web sites and webpages, and is not responsible for their contents or their use. By linking to a non-ChipIn Web site or webpage, ChipIn Inc. does not represent or imply that it endorses such Web site 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. ChipIn Inc. disclaims any responsibility for any harm resulting from your use of non-ChipIn Web sites and webpages.

Copyright Infringement and DMCA Policy. As ChipIn Inc. asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by ChipIn.com violates your copyright, you are encouraged to notify ChipIn Inc. in accordance with ChipIn Inc.’s Digital Millennium Copyright Act (“DMCA”) Policy. ChipIn Inc. will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of ChipIn Inc. or others, ChipIn Inc. may, in its discretion, terminate or deny access to and use of the Web site. In the case of such termination, ChipIn Inc. will have no obligation to provide a refund of any amounts previously paid to ChipIn Inc.

Trademarks. ChipIn Inc., ChipIn, the ChipIn logo, and all other trademarks, service marks, graphics and logos used in connection with ChipIn, or the Web site are trademarks or registered trademarks of ChipIn Inc. or ChipIn Inc.’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Web site may be the trademarks of other third parties. Your use of the Web site grants you no right or license to reproduce or otherwise use any ChipIn Inc. or third-party trademarks.

Changes. The Web site, including without limitation all content there available and these Terms and Conditions, may be changed at the sole discretion of ChipIn Inc. and without notice. You are bound by any such updates or changes, including but not limited to those affecting these Terms and Conditions, and so should periodically review these Terms and Conditions.

Limitation of warranties of ChipIn Inc., its suppliers and its licensors. Except as otherwise expressly stated, all content posted to or available from the Web site is provided “as is”, and ChipIn Inc., its suppliers and its licensors make no representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title or non-infringement of proprietary rights. You understand and agree that you download from, or otherwise obtain content or services through, the Web site at your own discretion and risk, and that ChipIn Inc., its suppliers and its licensors will have no liability or responsibility for any damage to your computer system or data that results from the download or use of such content or services. Some jurisdictions may not allow the exclusion of implied warranties, so some of the above may not apply to you.

Limitation of liability of ChipIn Inc., its suppliers and its licensors. Except as otherwise expressly stated, in no event will ChipIn Inc., its suppliers or its licensors be liable to you or any other party for any direct, indirect, special, consequential or exemplary damages, regardless of the basis or nature of the claim, resulting from any use of the Web site, or the contents thereof or of any hyperlinked Web site including without limitation any lost profits, business interruption, loss of data or otherwise, even if ChipIn Inc., its suppliers or its licensors were expressly advised of the possibility of such damages. In no event will the aggregate liability for any and all of your claims against ChipIn Inc., its suppliers and its licensors arising out of or related to use of the Web site, or the contents thereof or of any hyperlinked Web site exceed the amounts actually paid by you to ChipIn Inc. during the 12-month period prior to the date a claim is made. Some jurisdictions may not allow the exclusion or limitation of liability for certain incidental or consequential damages, so some of the above limitations may not apply to you. The parties agree that this Section 11 represents a reasonable allocation of risk.

General Representation and Warranty. You represent and warrant that your use of the Web site will be in accordance with the Chipin Inc. Privacy Policy, with these Terms and Conditions, with any applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside, and with any other applicable policy or terms and conditions.

Indemnification. You agree to defend, indemnify and hold harmless ChipIn Inc., its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Web site, including but not limited to out of your violation of any representation or warranty contained in these Terms and Conditions.

Miscellaneous. These Terms and Conditions constitute the entire agreement between ChipIn Inc. and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of ChipIn Inc., or by the posting by ChipIn Inc. of a revised version. Except to the extent applicable law, if any, provides otherwise, these Terms and Conditions, any access to or use of the Web site will be governed by the laws of the state of Hawaii, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Honolulu County, Hawaii. If any part of these Terms and Conditions is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms and Conditions or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof, or any other provision of the Terms and Conditions. You may assign your rights under these Terms and Conditions to any party that consents to, and agrees to be bound by, its terms; ChipIn Inc. may assign its rights under these Terms and Conditions without condition. These Terms and Conditions will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Refunds

Unless otherwise required by applicable law, all payment transactions processed through the service are non-refundable to organizers and participants and are non-reversible by customers through the service. Except as provided in the preceding sentence, failure of an organizer or beneficiary to complete or fulfill an event description or purpose, customer dissatisfaction with the product or the payment transaction, fraud and other disputes regarding transactions shall not entitle customers to a refund of the payment amount or a reversal of a payment transaction. Customers may seek to resolve a dispute directly with each other regarding a payment transaction or a product outside of the service to the extent permitted by applicable law.

ChipIn is not a banking institution

ChipIn processes payment transactions for group events on behalf of customers. ChipIn is not a bank or other chartered depository institution. Funds held by ChipIn or its service providers (including any bank service providers) in connection with the processing of payment transactions are not deposit obligations of customers and are not insured for the benefit of customers by the Federal Deposit Insurance Corporation or any other governmental agency.

Suspension of service

ChipIn, in its sole and absolute discretion, may limit or suspend customer use of the service at any time. If ChipIn decides to suspend a customer’s use of the service, ChipIn will attempt to notify the buyer by electronic mail. ChipIn’s suspension of Customer use of the service will not affect buyers’ rights and obligations pursuant to these Terms of Service for buyers, arising prior or subsequent to such suspension.

No representation as to customer identity

ChipIn shall have no responsibility to a customer or any other person to investigate the background of, or confirm the identity of other customers of the service, except to the extent required by applicable law. ChipIn may offer a feedback or ranking system on the service to assist customers in evaluating other customers of the service. Customers acknowledge that any such feedback or ranking system only represents the opinion of other customers of the service, and does not represent the views of ChipIn Inc., not does it guarantee accuracy.

Termination of service

ChipIn may, in its sole and absolute discretion without liability to customers or any third party, terminate a customer’s use of the service for any reason, including inactivity or violation of these Terms of Service for buyers, or other usage policies established by ChipIn.

Upon termination of customer use of the service, customers shall remain liable for all payment transactions and any other obligations incurred by those customers. Upon termination, ChipIn has the right to prohibit customer access to the service. ChipIn reserves the right to deactivate customer usernames and passwords, and to refuse future access to the service (or its relatives or known acquaintances or if a business entity, its parent, affiliates or subsidiaries or its or their successors) to customers.

Termination

By Member: You may terminate your member agreement at any time. Termination of the member agreement also terminates these Terms of Service. To terminate your member agreement, you must notify ChipIn by sending an email to terminate@chipin.com. After sending you a receipt of your termination notice, ChipIn will terminate your account.

Disputes

ChipIn is not a party to, and shall not be involved in or responsible for transactions, agreements, or disputes between customers arising from the use of the service. In the event of a dispute, buyers agree to release, and do hereby release ChipIn and other ChipIn affiliates, and their agents, contractors, officers and employees, from claims, demands and damages (actual and consequential) of every kind and nature – known and unknown, suspected and unsuspected, disclosed and undisclosed – arising out of or in any way connected with such disputes.

Customers agree not to involve ChipIn in any dispute or other litigation arising out of or related to any transaction, agreement, or arrangement with any organizer, participant, beneficiaries, advertiser or third party in connection with the service. If a customer nonetheless attempts to do so, (i) the customer shall pay all costs and attorneys’ fees of ChipIn, and other ChipIn affiliates and shall provide indemnification as set forth below, and (ii) the jurisdiction for any such dispute or litigation shall be limited as set forth below.

If the customer is a California resident, that customer hereby expressly waives California Civil Code 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.”

Indemnification

Customers shall indemnify, defend and hold harmless, ChipIn and their agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant Customers, co-branders and other commercial partners, licensors, licensees, consultants, and contractors) (collectively “Indemnified Parties”) from and against any and all claims, liability, loss, and expense (including damage awards, settlement amounts, and legal fees), brought against or incurred by any indemnified party, arising out of, related to, or which may arise from: (i) Customer use of the service; (ii) any breach or non-compliance by customers of any of these Terms of Service for customers or any of ChipIn’s policies; (iii) any dispute or litigation caused by customer actions or omissions; or (iv) Customer violation or alleged violation of any law or rights of another.

Disclaimer of warranties

THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CHIPIN, AND THEIR SUBSIDIARIES, AFFILIATES, AGENTS, AND CO-BRANDERS AND OTHER COMMERCIAL PARTNERS (COLLECTIVELY, “CHIPIN PARTIES”), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICE OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICE. EACH CHIPIN PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of liability

IN NO EVENT SHALL ANY CHIPIN PARTY BE LIABLE TO BUYER OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY GPC PARTY OR THE SERVICE, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE CHIPIN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE AGGREGATE LIABILITY OF THE CHIPIN PARTIES TO BUYER OR ANY THIRD PARTY UNDER THESE Terms of Service for customers FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT OF FEES RECEIVED AND RECOGNIZED BY CHIPIN FROM THE CUSTOMER’S VALID PAYMENT TRANSACTIONS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into these Terms of Service for Customers relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. In addition to and without limiting any of the foregoing, no ChipIn Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

Indemnity

YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD CHIPIN, INC. HARMLESS FROM AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR EXPENSE ARISING OUT OF OR RELATING TO (A) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT YOU SUBMITTED IN CONNECTION WITH THE SERVICE, (B) ANY FRAUD OR MANIPULATION, OR OTHER BREACH OF THIS AGREEMENT, BY YOU, OR (C) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST CHIPIN, INC. ARISING OUT OF YOUR USE OF THE SERVICE OR SOFTWARE.

General terms

These Terms of Service for customers shall be governed by the laws of Hawaii, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with the Terms of Service for buyers shall be adjudicated in Honolulu County, Hawaii. The parties specifically exclude from application to the Terms of Service for Buyers the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

If any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The failure of ChipIn, Inc. to act with respect to a breach by you does not waive the right of ChipIn, Inc. to act with respect to subsequent or similar breaches. You may not assign or transfer this agreement or any rights hereunder, and any attempt to the contrary is void. This agreement shall inure to the benefit of and be binding upon each party’s successors and assigns. ChipIn, Inc. shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond ChipIn, Inc.’s reasonable control. Any notice required or given to you under this agreement shall be delivered by electronic mail to the email address provided by you during registration. This agreement constitutes the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. As a ChipIn user, you hereby understand and agree that you are solely responsible for reviewing the terms of this Agreement from time to time. Any continued use of the software or service by you after such amended terms have been posted or information regarding such amendment has been sent to you, shall be deemed your consent and agreement to such amended terms.

Notice

In addition to the electronic communications authorized under the section entitled, “Use of Electronic Communications”, statements, notices and other communications to Customers may be made by mail, email, postings on the ChipIn Web site or other reasonable means. ChipIn may also provide notices of changes to the Terms of Service for Buyers or other matters by displaying links to notices on the ChipIn Web sites. Notice to ChipIn may be made by mail to the address provided in ChipIn’s contact information area.