Terms of Use

INTRODUCTION AND ACCEPTANCE

ChipIngine, Inc, ("ChipIngine", "we", "us and "our") offers you access to its interactive online websites, applications and services. These Terms of Use, together with our ("Privacy Policy") and any additional terms which might apply to certain products or services, govern your use of our websites ("Website") or any of our mobile widgets or other applications ("Applications") – together, our "Services". Our Services include www.ChipIngine.com and all other locations on which we place these Terms of Use, as well as all mobile and tablet applications.

Your use of the ChipIngine Service is governed by the Framey Terms of Service (http:framey.com/tos), the AOL Terms of Service (http://legal.aol.com/TOS/), the AOL Privacy Policy (http://privacy.aol.com/privacy-policy/), the PayPal Terms of Service (https://www.paypal.com/cgi-bin/webscr?cmd=p/gen/terms-outside) and the terms in this document (the “Agreement”).Together these documents constitute a legal, electronic contract between you and us, and your affirmative act of accessing the ChipIngine Service signifies your agreement to be bound by this contract, which has the same force and effect as a written contract signed by you.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES. BY USING ANY OF OUR SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION TITLED "AMENDMENTS; ADDITIONAL TERMS". IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES.

CONSENT TO ELECTRONIC DISCLOSURES

Because ChipIngine Services are provided electronically, you must consent to ChipIngine's providing information if you would like to proceed. This notice must be read carefully and a copy may be retained for future reference. Should you consent to receive information electronically the following disclosures will be sent to you via electronic mail or our website:

•The ChipIngine Terms and Conditions, including legal disclosures

•Any changes made in the future regarding ChipIngine's Terms and Conditions

•Account information, transaction history and balance

•ChipIngine's Privacy Policy

•All other legal notices and communications and/or disclosures

In order to receive this information through an electronic medium, you must have a computer or mobile smart phone with internet access and the ability to receive e-mail. Please be advised that some web browsers may not be supported.

In registering for ChipIngine, you:

•Agree to receive information and disclosures electronically on this website and/or via e-mail and confirm that you will download and print any disclosures for your own personal records.

•Confirm that you have the capacity to receive information that is provided electronically at this website and via e-mail.

•Authorize electronic delivery of any and all communications and disclosures regarding ChipIngine's services on this website and via e-mail and providing your consent to receive electronic communications

•Agree to receive e-mails regarding the ChipIngine services.

Notices shall be considered as received within 24 hours of the time it has been posted on the website or e-mailed to you unless a notice has been received that the email was not delivered. You may view your transaction history at any time by logging into ChipIngine and agree to not receive any periodic paper statements by mail.

ChipIngine MOBILE APPLICATIONS

ChipIngine's mobile application allows users to access many of ChipIngine's services through a mobile device. If you use the application you are responsible for any fees that your phone service provider charges for SMS, data, etc. ChipIngine is not affiliated with any phone service providers.

IDENTITY AUTHENTICATION

In order to remain compliant with the laws established by the United States of America and the governing fifty states, ChipIngine reserves the right to obtain, verify and sometimes store personal information. ChipIngine is not a Money Services Business and is thus not required to register with FinCEN, however as required by law ChipIngine must store certain pieces of customer information and cooperate with law enforcement to help the government fight terrorism and money laundering.

PAYMENT SERVICES

ChipIngine provides users with a means to send a personal message and real money to another user. Users may use a credit card or PayPal account to gift other users and ChipIngine will act as an agent on behalf of the sender for that amount (minus fees.) Once the recipient agrees to ChipIngine's Terms of Service and "accepts" the gift, ownership of said money will be transferred to the recipient. ChipIngine's role as the sender's agent has been fulfilled and now ChipIngine will act as an agent to the recipient until the recipient directs ChipIngine on how they wish to retrieve their aggregate funds. Once recipient has withdrawn money by any means, ChipIngine's role as an agent facilitating the money has been fulfilled and ChipIngine is no longer responsible for the use of that money or any other responsibilities with the sender or receiver. For additional information on how our payment service works, go to FAQ's ("Payment Service").

Our role in providing Payment Services is limited to providing you a means to send funds to another person and/or access funds sent to you by someone else. We are not responsible with how any such funds are used, whether to buy products/services that may be promoted through our Services or otherwise. For instance, if you use funds in your account to purchase a gift card, that transaction and as well as the use of the gift card is subject to the terms established by the entity selling you the gift card and/or the issuer of the gift card.

Subject to all applicable laws, we reserve the right to charge certain fees in connection with your use of our Payment Service (whether you are sending or receiving funds). These fees may include, but are not limited to, the following:

•Transaction Fee – a fee in connection with certain transactions you may enter using the funds via our Service.

•Service Fee - a fee in connection with certain services you may enter using the funds via our Service.

•Insufficient Fund/Chargeback Fees – fees in connection with insufficient funds to complete a transaction you request, credit card chargeback fees, and similar fees.

•Other – other fees we may disclose when you establish your Membership or send/access funds through our Services.

When you charge your credit card using either the ChipIngine mobile app or website, and the recipient does not accept your gift within 7 days of the established Date of Event, ChipIngine will refund the principal back to you in the form of ChipIngine credits. If you wish to have your credit card refunded in the event that a gift is not claimed, you must submit a support ticket that will be reviewed by ChipIngine. ChipIngine reserves the right to deem whether or not a refund will be issued on your credit card.

INTELLECTUAL PROPERTY

Our Services and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Services (collectively, the "Service Content") and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear in our Services are owned by us, our licensors, or identified third parties. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

ACCESS AND USE

Our Services are provided for your personal, non-commercial use only. We may offer certain portions of our Services at no charge and others for a one-time fee, on a subscription basis or under any other lawful pricing structure. In all instances, our Services are not being sold to you; rather, you are being granted or purchasing a limited license to use our Services. In addition, unless we specifically tell you otherwise, the use of any of our paid Services does not transfer across operating systems and/or different equipment (e.g., mobile devices, computers, etc.). For example, unless we specifically tell you otherwise, the use of our mobile Application is limited to the relevant device and/or operating system you are using at the time you purchase a license to use the Application.

In connection with your use of our website and/or mobile/tablet applications, your account, or the services, or in the course of your interactions with ChipIngine, a User or a third party, you will not

•Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);

•Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;

•Provide false, inaccurate or misleading Information;

•Send or receive what we reasonably believe to be potentially fraudulent funds;

•Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;

•Use an anonymizing proxy;

•Control an Account that is linked to another Account that has engaged in any of these Restricted Activities. Conduct your business or use the Services in a manner that results in or may result in complaints, Disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to ChipIngine, a User, a third party or you;

•Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the Services;

•Allow your Account to have a negative Balance;

•Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

•Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;

•Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;

•Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;

•Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;

•Use the Service to test credit card behaviors.

When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use or as we may otherwise permit, you may not use, reproduce, duplicate, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content for any purpose whatsoever without obtaining prior written consent from us or, in the case third-party content, its applicable owner. In certain instances, we may suggest, ask or otherwise permit you to download, install or print Service Content. In such a case, you may do so only in the manner authorized and for your non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading, installing or printing Service Content.

Furthermore, except as expressly permitted in these Terms of Use, you may not:

•remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice we include in or through our Services or Service Content;

•circumvent, disable or otherwise interfere with our security-related features including, without limitation, any features that prevent or restrict the use of or copying of any software or other Service Content;

•use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Website or Service Content for any purpose without our express written permission;

•collect or harvest any personally identifiable information from our Services including, without limitation, user names, passwords, email addresses;

•solicit other users to join or become members of any commercial online service or other organization without our prior written approval;

•attempt to or interfere with the proper working of our Services or impair, overburden, or disable the same;

•decompile, reverse engineer, or disassemble any portion of our software or other Service Content, or our Services;

•use network-monitoring software to determine architecture of or extract usage data from our Services;

•encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., using another person's Membership (as defined below);

•violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or

•engage in any conduct that restricts or inhibits any other user from using or enjoying our Services.

You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

ChipIngine has certain limits in place in order to reduce the risk of fraud and chargebacks within the system. By using ChipIngine and its services you agree that you abide by the following parameters:

SENDING MONEY

A user is limited to sending $1000 per calendar week in total gifts.
Users may only access the ChipIngine website and application within the United States. Users are also prohibited from using credit cards issued outside the U.S.
A user cannot gift someone more than once during two consecutive calendar months.

Prohibited Transactions.You will not use the Service, the ChipIngine website or any of the services offered therein for any unlawful or fraudulent activity. If ChipIngine (or PayPal or Wells Fargo, in connection with processing credit card transactions) has reason to believe that you may be engaging in or have engaged in fraudulent, unlawful, or improper activity, including without limitation any violation of any terms and conditions of this Agreement, your access to the Service may be suspended or terminated. Further, if such behavior involved a MasterCard or VISA credit card transaction, it may result in you/your business being prevented from registering for payment acceptance through any payment provider or directly with any bank acquirer operating under license to either the MasterCard or VISA card associations. You will cooperate fully with ChipIngine, PayPal, Wells Fargo, MasterCard or VISA to investigate any suspected unlawful, fraudulent or improper activity.

RECEIVING MONEY

A user may not receive more than $3000 per two calendar months.

Receipt of Payments; Risk of Reversal of Transactions; Collection of Funds you owe ChipIngine. When you receive a payment through the Service, you are not protected against a subsequent reversal of the transaction. In the event that the sender's transaction is reversed for any reason, you will owe ChipIngine for the amount of the reversed transaction plus any fees imposed on ChipIngine as a result of the reversal. Examples of such a reversal include, but are not limited to, a credit card reversal by the sender of the payment, and a reversal of the transaction because the sender of the payment was using a stolen credit card or unauthorized bank account. ChipIngine will seek to recover the funds from you by debiting your PayPal balance and, if there are not sufficient funds in your PayPal balance, ChipIngine reserves the right to collect your debt to ChipIngine by any other legal means.

ChipIngine reserves the right to ask a recipient of a payment for further authentication or other information in order for him or her to accept it. Users who receive more than $1,000.00 USD in payments during a single month may be required to provide ChipIngine with additional information in order to accept subsequent payments within the same month.

Refund. In the first sixty (60) days after a payment has been sent, the recipient has the option of refunding the payment by clicking on the "Refund" link on our website. If the transaction is refunded, all transaction fees will be refunded and the payment will be reversed.

ACCOUNT BALANCES

You are not required to hold a balance within your ChipIngine account in order to use our services. If you do hold a balance, ChipIngine will hold your funds separate from any ChipIngine corporate funds. ChipIngine will also not voluntarily make your funds available to its creditors in the event of bankruptcy. While your funds are in our custody, ChipIngine will combine your funds with the funds of other Users and place those pooled accounts in one or more bank accounts FBO ChipIngine Inc. or in a payment processing service FBO ChipIngine.Balances held in these accounts may be eligible for FDIC insurance.

You agree that you will not receive any interest or dividends received on the funds that ChipIngine handles as your agent and places in pooled accounts. In consideration for your use of the services ChipIngine offers, you irrevocably transfer and assign to ChipIngine any ownership right that you may have in the interest earned on your funds and nothing in this agreement grants ChipIngine any ownership right to the principal of the funds you maintain with ChipIngine. In addition to or instead of earning interest on pooled accounts, ChipIngine may receive a reduction in fees or expenses charged for banking services by the banks that hold your funds.

If however your account is past due more than 15 days, ChipIngine reserves the right to charge any credit card you have on file or report the account to a collections agency. To secure your performance of this Agreement, you grant ChipIngine a lien on and security interest in your account.

CHARGEBACKS

ChipIngine will review each chargeback by first attempting to reach out to each user who had initiated the chargeback. ChipIngine reserves the right to place the account on hold so no further transactions are executed. If chargeback is recognized or the issue is otherwise resolved, ChipIngine will provide the user with a chargeback reversal form from his/her issuing bank. If the chargeback is not received within 30 days of the filling of a chargeback, ChipIngine reserves the right to debit the money from the recipients account plus any applicable fees..

If the chargeback is received and the issue is not resolved with the paying user, ChipIngine reserves the right to debit the money from the recipients account, plus any applicable fees.

Any account that receives or initiates a chargeback will undergo review by ChipIngine. ChipIngine reserves the right to close or put a hold on any account at its discretion.

USER REGISTRATION

In order to access or use some features of our Services, you may have to become a registered user. If you are under the age of thirteen, then you are not permitted to register as a user or otherwise submit personal information.

If you become a registered user, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you will create a user name and password (a "Membership"). You are responsible for safeguarding and maintaining the confidentiality of your Membership. You are solely responsible for the activity that occurs under your Membership, whether or not you have authorized the activity. You agree to Contact Us immediately if you become aware of any breach of security or unauthorized use of your Membership.

USER CONTENT

We may now or in the future permit users to post, upload, transmit through, or otherwise make available through our Services (collectively, "submit") messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials ("User Content"). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content.We do not guarantee any confidentiality with respect to User Content even if it is not published through our Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.

You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

You represent, warrant, and covenant that you will not submit any User Content that:

•violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity;

•impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable;

•encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;

•is an advertisement for goods or services or a solicitation of funds;

•includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references;

•contains a formula, instruction, or advice that could cause harm or injury; or

•is a chain letter of any kind.

Moreover, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying our Services will not be permitted.

By submitting User Content to us, simultaneously with such posting you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (1) in connection with our business; and (2) in connection with the businesses of our successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as permitted by the functionality of our Services and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called "moral rights" or rights of "droit moral" with respect to the User Content.

By submitting User Content, you also grant us the right, but not the obligation to use your biographical information including, without limitation, your name and geographical location in connection with broadcast, print, online, or other use or publication of your User Content; provided, however, that all such uses (including use of data on playlists, genre(s) and other User Content we automatically collect) will be consistent with the terms of our Privacy Policy.

We reserve the right to display advertisements in connection with your User Content and to use your User Content for advertising and promotional purposes. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners and third-party service providers (including their downstream users).

We have the right, but not the obligation, to monitor User Content. We have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access to any User Content.

SERVICE CONTENT & THIRD PARTY LINKS

We provide our Services including, without limitation, Service Content for educational, entertainment and/or promotional purposes only. You may not rely on any information and opinions expressed through any of our Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of any Service Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Service Content.

In many instances, Service Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement offered through our Services by anyone other than our authorized employees or spokespersons while acting in their official capacities.

Our Services may link or contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

INDEMNIFICATION

You agree to indemnify and hold harmless ChipIngine and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with: (i) your use of our Services; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, ChipIngine AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR SERVICES OR SERVICE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR SERVICES; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES; (6) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (7) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.

LIMITATION ON LIABILITY

UNDER NO CIRCUMSTANCES SHALL ChipIngine OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, SERVICE CONTENT IS TO STOP USING OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF GOODS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY USING OUR SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ChipIngine AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY ChipIngine DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

TERMINATION

We reserve the right in our sole discretion and at any time to terminate or suspend your Membership and/or block your use of our Services for any reason including, without limitation if you have failed to comply with the letter and spirit of these Terms of Use. You agree that ChipIngine is not liable to you or any third party for any termination or suspension of your Membership or for blocking your use of our Services.

Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions in the Section titled "MISCELLANEOUS".

COPYRIGHT POLICY

We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Membership of users suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 ("DMCA"), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its "Designated Agent"). Our Designated Agent is:

Craig Finster
ChipIngine
10900 Wilshire Blvd, Suite 230
Los Angeles, CA 90403

If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work's copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

•A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

•Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

•Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

•Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

•A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

•A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

CHOICE OF LAW; JURISDICTION AND VENUE

These Terms of Use shall be construed in accordance with the laws of the State of California without regard to its conflict of laws rules. Any legal proceedings against ChipIngine that may arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall be brought exclusively in the state and federal courts of Los Angeles, California and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

DISPUTE RESOLUTION & MANDATORY ARBITRATION

We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in these Terms of Use. We will contact you based on the contact information you have provided us.

If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.

We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS' website (www.jamsadr.com) or by calling JAMS at 949-224-1810.

We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

Exception to Arbitrate. Either of us may bring qualifying claims in small claims court. Further, as set forth below, we each agree that any arbitration will be solely between you and ChipIngine, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the classwide dispute must be brought in court.

NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

AMENDMENT; ADDITIONAL TERMS

We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique of our Services, or both ("Additional Terms"). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website, notification by email or through any of our Applications. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Services and, if applicable, terminate your Membership.

MISCELLANEOUS

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected.

These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.

You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.