1.DEFINITIONS

• “CHIGGOPAY”, “we” or “us” means Chiggopay, LLC. and all current and future global subsidiaries, affiliates, and/or successors of Fiverr International Ltd.
• “Controller” shall mean any party to these Terms which alone or jointly with others determines the purposes and means of the Processing of Personal Data.
• “Data” means any data and/or information inputted by You or on Your behalf into the Website or App, including but not limited to data and/or information contained in any contracts and documents You work on through the Services.
• "Data Subject" means a natural person who can be identified, whether directly or indirectly, including by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity and (to the extent that a corporate entity receives the same or similar protection as natural persons under applicable data protection laws), shall also include such corporate entities.
• “Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
• “Invited User” means any person or entity, other than the Subscriber, that accesses or uses the Services with the authorization of the Subscriber from time to time.
• “Membership Fee” means the monthly fee (excluding any taxes) payable by You in accordance with the fee schedule set out on the Website or App for Paid Subscription Plans.
• “Organization” means the organization the Subscriber represents or the organization an Invited User has been added to and granted access to via the Website and/or App.
• “Paid Subscription Plan” means an CHIGGOPAY subscription plan that requires the payment of Membership Fees.
• “Personal Data” means any information relating to an identified or identifiable Data Subject.
• “Processing” means any operation or set of operations which is/are performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
• “Processor” shall mean any party to these Terms which Processes Personal Data on behalf of the Controller.
• “Service Data” includes all confidential and non-confidential data that the Subscriber transfers or otherwise makes accessible to CHIGGOPAY in connection with using the Services. Service Data shall include Personal Data such as the contact details and financial information relating to third parties other than the Invited User or Subscriber.
• “Subscriber” means the person or entity who registers to use the Services, and/or any person or entity on whose behalf that person registers to use the Services.
• "Subscriber Data" means any Personal Data relating to (representatives of) the Subscriber.
• “You” means any Subscriber or Invited User.
• “Your” has a corresponding meaning.

2.USE OF SOFTWARE

• Subject to these Terms, CHIGGOPAY grants You a non-exclusive, non-transferable and non-sublicensable (except as expressly permitted herein) license and right to access and use the Services via the Website and/or App in accordance with your role as either a Subscriber or Invited User, whichever is applicable. You acknowledge and agree that:
  • The Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service(s) that Invited User has.
  • The Subscriber is responsible for all Invited Users’ use of the Services.
  • the Subscriber controls each Invited User’s level of access to the relevant organization and Service(s) at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be, and
  • If there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service(s), the Subscriber shall decide what access or level of access to the relevant Data or Service(s) that Invited User shall have, if any.

3.CHIGGOPAY IS NOT A SUBSTITUTE FOR A LAWYER OR LAW FIRM

• YOU HEREBY ACKNOWLEDGE AND AGREE THAT NO ATTORNEY-CLIENT RELATIONSHIP EXISTS, OR WILL EVER BE CREATED, BETWEEN YOU AND CHIGGOPAY UNDER ANY CIRCUMSTANCES. CHIGGOPAY, ITS SERVICES, AND ITS FORMS, TEMPLATES, AND OTHER CONTENT ARE NOT A LAW FIRM OR A SUBSTITUTE FOR A LAW FIRM. CHIGGOPAY CANNOT AND DOES NOT RENDER ANY LEGAL SERVICES TO YOU, AND THE SERVICES ARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR LEGAL ADVICE OR LEGAL SERVICES. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT ANY FORMS, TEMPLATES, OR CONTENT PROVIDED THROUGH THE SERVICES ARE PRESENTED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND AND DO NOT CONSTITUTE LEGAL ADVICE, AND THAT ANY SERVICE THROUGH WHICH YOU USE A FORM OR TEMPLATE TO GENERATE AND/OR SEND A CONTRACT OR A DEMAND LETTER IS NOT A LEGAL SERVICE. NO INFORMATION PROVIDED THROUGH THE SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, FACTUAL OR ACCURATE LEGAL ADVICE. YOUR RELIANCE ON ANY FORM, TEMPLATE, OR OTHER CONTENT PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. YOUR COMMUNICATIONS WITH CHIGGOPAY ARE NOT ATTORNEY WORK-PRODUCT AND ARE NOT PROTECTED UNDER ANY PRIVILEGE, INCLUDING ATTORNEY-CLIENT PRIVILEGE.
• YOU HEREBY ACKNOWLEDGE AND AGREE THAT CHIGGOPAY IS NOT, AND WILL NOT BE, A PARTY TO ANY LEGAL DISPUTE THAT MAY ARISE BETWEEN YOU AND ANY OTHER PERSON OR ENTITY TO WHOM YOU MAY HAVE SENT A CONTRACT, DEMAND LETTER, INVOICE, OR OTHER DOCUMENT THAT YOU MAY HAVE CREATED USING A FORM, TEMPLATE, OR OTHER CONTENT PROVIDED BY CHIGGOPAY.
• The Services allow You to create Your own documents with an eye towards memorializing certain details between You and Your clients. CHIGGOPAY does not review or edit the documents You create for completeness, grammar, spelling, consistency, accuracy or legal merit. CHIGGOPAY does not draw legal conclusions, provide legal advice, opine on Your legal rights or options, or apply the facts You enter to the law. If You need legal advice, or if Your back office service needs are substantial or complex, we encourage You to hire a lawyer. CHIGGOPAY forms and templates may not work well for complex agreements. You agree to completely and accurately fill out any questionnaires required of those documents. You represent and warrant that any document You electronically sign via the Website or App will be truthful.
• YOU AGREE TO REVIEW AND EDIT FOR YOUR PURPOSES ANY DOCUMENTS YOU CREATE USING THE SERVICES AND YOU SHALL BE SOLELY RESPONSIBLE FOR THOSE DOCUMENTS. Federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority, consumer contracts (collectively, “Law”) and publicly available facts about entities that issue consumer contracts are voluminous and ever-changing. Accordingly, CHIGGOPAY cannot and does not guarantee that any information provided through the Services is current. Law relevant to consumers varies depending on the relevant jurisdiction (for example, the applicable U.S. state), and CHIGGOPAY’s documents are not, and cannot be, necessarily customized to Your jurisdiction. Your purchase and use of the documents made available through the Services for Your own personal purposes is not practice of the law by CHIGGOPAY or You. Unlike a lawyer’s advice, the documents made available through the Services are not customized to Your particular circumstances or needs.

PAYMENT

• Billing: Upon registering for a Paid Subscription Plan, you acknowledge that the Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. CHIGGOPAY MAY SUBMIT MONTHLY CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY CHIGGOPAY) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE CHIGGOPAY REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, PLEASE GO TO THE MEMBERSHIP SETTINGS PAGE ON THE WEBSITE OR THE APP.
• Invoices: An invoice for the Membership Feewill be issued either on a monthly or annual basis (based on the chosen plan), starting on the date You registered Yourself or Your Organization to a Paid Subscription Plan. All invoices will include the Membership Fee for a one (1) month / one (1) year period of use. CHIGGOPAY will continue invoicing You monthly and/or yearly until this Agreement is terminated in accordance with Section 11. All CHIGGOPAY invoices will be sent to You, or to a billing contact whose details are provided by You (“Billing Contact”), by email. You are responsible for payment of all taxes in addition to the Membership Free.
• Membership Fee changes: CHIGGOPAY may change the amount of the Membership Feein its sole discretion from time to time subject to an advance notice to You. And Co may also offer users free trials, special discounts and/or waive certain Membership Fees, subject always to CHIGGOPAY’s sole discretion.
• Payment processors:
  • CHIGGOPAY uses a third-party payment processing companies (“Payment Processor”) to bill You through a payment account linked to Your account for use of the Services, as well as to enable process payments made to You for Invoices tendered by You. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. CHIGGOPAY is not responsible for error by the Payment Processor. By choosing to register to a Paid Subscription Plan, you agree to pay CHIGGOPAY, through the Payment Processor, all charges at the prices then in effect in accordance with the applicable payment terms and You authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. CHIGGOPAY reserves the right to correct any errors or mistakes that it or its Payment Processor makes even if it has already requested or received payment.
  • Currently, CHIGGOPAY’s Payment Processor for charging Membership Fees is Stripe (https://stripe.com). CHIGGOPAY also uses Stripe to process payments to You for invoices tendered by You. If you use Stripe, you agree to the Stripe terms of service (located at https://stripe.com/payment-terms/legal) and privacy policy (located at https://stripe.com/us/privacy).
  • In certain locations, CHIGGOPAY may also use Flutterwave, Inc. (“Flutterwave”) to process payments to You for invoices tendered by You. The Flutterwave terms of service are available here: https://flutterwave.com/us/terms. The Flutterwave privacypolicy is available here: https://flutterwave.com/us/privacy-policy. If you use the Flutterwave service, you agree to the Flutterwaveterms of service and privacy policy. If you have questions regarding the Flutterwave terms of service or privacy policy, please refer to the Flutterwave website (http://www.flutterwave.com/) or contact Flutterwave @ https://flutterwave.com/us/contact-sales.
  • In certain locations, CHIGGOPAY may also use PayPal to process payments to You for invoices tendered by You. If you use PayPal, you agree to PayPal’s terms of service (located at https://www.paypal.com/us/webapps/mpp/ua/useragreement-full) and privacy policy (located at https://www.paypal.com/us/webapps/mpp/ua/privacy-full).
• Reaffirmation of Authorization. Your non-termination or continued use of the Services reaffirms that CHIGGOPAY is authorized to charge You for those Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Services.
• Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Membership Fees in relation to all of Your Organizations. Without prejudice to any other rights that CHIGGOPAY may have under these Terms or at law, CHIGGOPAY reserves the right to render invoices for the full (non-discounted) Membership Fees due or suspend or terminate Your use of the Services in respect of any or all of Your Organizations in the event that any invoices for those Membership Fees are not paid in full by the due date for payment.
• Automated Bank transaction data delivered into Your CHIGGOPAY account: Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, CHIGGOPAY reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at CHIGGOPAY’s sole discretion. CHIGGOPAY would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, You must notify CHIGGOPAY of which automated bank account transaction data feeds You want to discontinue. Upon receiving such notice CHIGGOPAY will arrange for such feeds to be terminated in accordance with each bank’s usual practices.
• CHIGGOPAY PAY: In certain locations CHIGGOPAY may offer certain users a seamless onboarding to payment processing services, without requiring users to connect their own Payment Processor to their CHIGGOPAY account (such service is referred to as “Pay”). In order to use Pay, You will be required to accept the Stripe Connected Account Agreement. You also authorise us to forward Stripe your account information in order to process payments made to You by Your clients. We may require that you provide additional information as part of the onboarding or money withdrawal process. You are responsible for the accuracy and completeness of any information about your account details as provided to CHIGGOPAY as part of the Pay service registration and/or money withdrawal process. In case that an ACH transfer is failed due to inaccurate information provided by You, You will be responsible to pay any transaction fees associated with such failed transaction.
  If you choose to use And Co’ Pay service, you agree to pay a service fee that is mostly based on the amounts paid by your clients through Pay for your services, and you will pay CHIGGOPAY such fee per each transaction, as set forth on the Website and/or App. Current fees are 2.9% + 30 ¢ per credit card transaction (+1% for international cards) and 1.5% per ACH. If you agree to refund any fees to your clients, you will pay CHIGGOPAY any transaction costs associated with such refund. CHIGGOPAY may deduct any of the abovementioned fees from payments that are processed through Pay. CHIGGOPAY may change the prices for Pay at any time. If CHIGGOPAY does change prices, such change will be notified on the Website at least 30 days in advance. Your continued use of Pay after the price change becomes effective will be considered an agreement to pay the changed amount. You shall be responsible for all taxes associated with the Pay services.

YOUR OBLIGATIONS AND RESPONSIBILITIES:

• General obligations: You must only use the Services for Your own lawful internal business purposes, in accordance with these Terms and any additional or amended terms and conditions posted on the Website or App and/or noticed to you by CHIGGOPAY.
• Registration: You must provide accurate and complete information and keep Your account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than You without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in Your eligibility to use the Services, breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account. You shall have the ability to delete Your account, either directly or through a request made to one of our employees or affiliates.
• Access conditions: You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify CHIGGOPAY of any unauthorized use of Your passwords or any other breach of security and CHIGGOPAY will reset Your password. You must take all other actions that CHIGGOPAY reasonably deems necessary to maintain or enhance the security of CHIGGOPAY’s computing systems and networks and Your access to the Services.
• Prohibited Uses: As a condition of use, You promise not to use the Services for any purpose that is prohibited by these Terms. You are responsible for all of Your activity in connection with the Services. When accessing and using the Services, You shall not (and shall not permit any third party to) either (i) take any action or (ii) upload, download, post, submit, transmit, input, or otherwise distribute or facilitate distribution of any Data on or through the Services that:
  • Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty.
  • You know is false, misleading, untruthful or inaccurate.
  • Is offensive, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion.
  • Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”).
  • Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of CHIGGOPAY’s or of any third party.
  • May damage CHIGGOPAY’s, or any other person or entity’s, computing devices or software or may in any way which may impair the functionality of the Services, Website, or App, or other systems used to deliver the Services or impair the ability of any other user to use the Services.
  • Constitutes an attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website or App except as is strictly necessary to use either of them for normal operation.
  • Constitutes an attempt to undermine the security or integrity of CHIGGOPAY’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks.
  • Constitutes an attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted.
  • Impersonates any person or entity, including any of our employees or representatives; or
  • Includes anyone’s identification documents or sensitive financial information.
• Usage Limitations: Your use of the Services may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against CHIGGOPAY’s application programming interface. Any such limitations will be specified within the applicable Services.
• Affiliate Program: From time to time CHIGGOPAY may implement an affiliate program through which entities may help CHIGGOPAY obtain Subscribers in exchange for an affiliate referral fee. The terms of the affiliate program will be specified by CHIGGOPAY at the time of implementation with an affiliate.
• Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Services (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Services, You represent that You are permitted to make such communication. CHIGGOPAY is under no obligation to ensure that the communications on the Services are legitimate or that they are related only to the use of the Services. As with any other mobile- or web-based forum, You must exercise caution when using the communication tools available on the Services. However, CHIGGOPAY does reserve the right to remove any communication at any time in its sole discretion.
• Indemnity: You agree to defend, indemnify, and hold harmless CHIGGOPAY, its affiliates, and each of its respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your use or misuse of, or access to, the Services, including Your violation of the Terms, infringement by You or any third party using Your account or identity in the Services of any intellectual property or other right of any person or entity, and Your breach of any of these Terms or any obligation You may have to CHIGGOPAY, including (but not limited to) any costs relating to the recovery of any Membership Fees that are due but have not been paid by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in asserting any available defenses.

DATA PROTECTION

• CHIGGOPAY shall process Subscriber Data as Controller under applicable data protection rules. The Subscriber and the Invited User may share with CHIGGOPAY and CHIGGOPAY may use Subscriber Data, in particular contact details as well as profession and job information of individuals, to perform this Agreement or in connection with it. CHIGGOPAY may wish to further use such Subscriber Data for other purposes, such as promoting and improving its Services or customer management, and to share such Subscriber Data with its affiliates.
  As Controller, CHIGGOPAY has set out all information in this respect for Data Subjects in its external privacy statement, available through the link mentioned at the beginning of these Terms. To the extent that the Subscriber Data includes Personal Data on Data Subjects other than the Subscriber itself, the Subscriber undertakes to inform such Data Subjects of CHIGGOPAY’s external privacy statement prior to the sharing of such Personal Data.
• Access conditions: You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify CHIGGOPAY of any unauthorized use of Your passwords or any other breach of security and CHIGGOPAY will reset Your password. You must take all other actions that CHIGGOPAY reasonably deems necessary to maintain or enhance the security of CHIGGOPAY’s computing systems and networks and Your access to the Services.
  • Process such Service Data only on documented instructions from the Subscriber, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by European Union or Member State law to which CHIGGOPAY is subject; in such a case, CHIGGOPAY shall inform the Subscriber of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.
  • Only transfer Service Data to countries outside of the European Economic Area and Israel if it has provided appropriate safeguards;
  • ensure that persons authorized to Process such Service Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  • Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account in particular the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Service Data transmitted, stored or otherwise Processed, and ensure that any natural person acting under the authority of CHIGGOPAY who has access to Service Data does not Process them except on instructions from the Subscriber, unless he or she is required to do so by Union or Member State law.
  • respect the following conditions for engaging another processor:
    • CHIGGOPAY shall be authorised to engage other (sub-)processors, subject to informing the Subscriber of the intended change(s) concerning the addition or replacement of (sub-)processors, thereby giving the Subscriber the opportunity to object to such changes.
    • Where CHIGGOPAY engages another processor for carrying out specific Processing activities on behalf of the Subscriber, CHIGGOPAY shall impose on that other processor the same data protection obligations as set out in this clause 6.2, by way of a contract or other legal act under Union or Member State law. Where that other processor fails to fulfil its data protection obligations, CHIGGOPAY shall remain fully liable to the Subscriber for the performance of that other processor's obligations.
  • Taking into account the nature of the Processing, assist the Subscriber by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Subscriber's obligation to respond to requests for exercising the Data Subject's rights under applicable data protection legislation.
  • Taking into account the nature of Processing and the information available to CHIGGOPAY, assist the Subscriber in ensuring compliance with the Subscriber's obligations under applicable data protection legislation in relation to security of processing, to the notification of any breach of Personal Data to supervisory authorities and Data Subjects where relevant, to the carrying out of data protection impact assessments where required and to prior consultation of the supervisory authority.
  • At the choice of the Subscriber, delete or return all such Service Data to the Subscriber after the end of the provision of the CHIGGOPAY Service, and delete existing copies unless European Union or Member State law requires storage of the Service Data.
  • Make available to the Subscriber all information necessary to demonstrate compliance with these obligations set out in this clause 6.2 and allow for and assist with audits, including inspections, conducted by the Subscriber or another auditor mandated by the Subscriber. Such audits may only take place at most once per year and during working hours, subject to a minimum of two weeks' prior notice. The Subscriber undertakes to carry out such audit through a qualified third-party independent auditor selected by the Subscriber and obliged in writing to maintain confidentiality towards CHIGGOPAY unless this third-party independent auditor is subject to the general statutory duty of professional secrecy.
• For the avoidance of doubt, with respect to the Processing of Service Data:
  • CHIGGOPAY shall be entitled to a reasonable fee from the Subscriber for any assistance as described in clause 6.2.
  • CHIGGOPAY shall not be liable towards the Subscriber for any breach of applicable data protection laws that is attributable in whole or in part to the Subscriber or the Subscriber’s instructions.

INTELLECTUAL PROPERTY

• General: Except as expressly provided herein, CHIGGOPAY alone retains all Intellectual Property Rights relating to the Services. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information or documentation provided by You relating to the Services (“Feedback”) shall be assigned by You to CHIGGOPAY. CHIGGOPAY will be free to use or disseminate Feedback. You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms.
• Ownership of Data: You shall retain all Intellectual Property Rights (if any) in Your Data. You hereby grant CHIGGOPAY a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of the Services to You. You also hereby grant CHIGGOPAY a license and right to use the Data anonymously and in the aggregate to improve the Services and provide the Services to other customers.
• Backup of Data: You must maintain copies of all Data inputted into the Services. CHIGGOPAY adheres to industry-standard policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. CHIGGOPAY expressly excludes liability for any loss of Data no matter how caused.
• Third party applications and Your Data: The Services may permit You to link to certain other websites, services or resources (“Third-Party Applications”) on the Internet, and certain Third-Party Applications may contain links to the Services. If You choose to enable Third-Party Applications for use in conjunction with the Services, You do so at Your own risk. These Third-Party Applications are not under our control. You acknowledge that CHIGGOPAY may allow the providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. You further acknowledge and agree that CHIGGOPAY shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Application, or for any disclosure, modification or deletion of Your Data by any Third-Party Applications. CHIGGOPAY is not responsible for the privacy practices of any Third-Party Applications, and urges You to read the privacy policies of any Third-Party Applications before enabling their use in conjunction with the Services.
• Third party content: Content from other users, suppliers, advertisers, and other third parties, including Third-Party Applications, may be made available to You through the Services. Because CHIGGOPAY does not control such content, You agree that CHIGGOPAY is not responsible for any such content. CHIGGOPAY does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and CHIGGOPAY assumes no responsibility for unintended, offensive, indecent, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. You understand that by using the Services You may be exposed to third-party websites that You find. CHIGGOPAY makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third-Party Applications accessible from the Website or App. CHIGGOPAY provides these links for Your convenience only and does not control such websites. CHIGGOPAY’s inclusion of links to such websites does not imply any endorsement of the materials on such Third-Party Applications or any association with their operators. The Services may contain links to websites that are operated by CHIGGOPAY but which operate under different terms. It is Your responsibility to review the privacy policies and terms of service of any other website or mobile application that You visit. YOU AGREE THAT IN NO EVENT WILL CHIGGOPAY BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

WARRANTIES AND ACKNOWLEDGEMENTS

• Authority: You warrant that where You have registered to use the Services on behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person or entity and to bind that person or entity to perform any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
• Acknowledgement: You acknowledge that: You are also authorized to access the processed information and Data that is made available to You through Your use of the Website or App and the Services (whether that information and Data is Your own or that of anyone else).
• CHIGGOPAY has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website or App on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You acknowledge and agree that:
  • You are responsible for (i) ensuring that You have the right to do so; and (ii) authorizing any person or entity who is given access to Data.
  • You agree that CHIGGOPAY has no obligation to provide any person or entity access to such information or Data without Your authorization and may refer any requests for information to You to address, and
  • You will indemnify CHIGGOPAY against any claims or loss relating to:
    • CHIGGOPAY’s refusal to provide any person access to Your information or Data in accordance with these Terms,
    • CHIGGOPAY’s making available information or Data to any person with Your authorization.
  • CHIGGOPAY does not warrant that use of the Services will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. CHIGGOPAY is not in any way responsible for any such interference or prevention of Your access or use of the Services.
  • CHIGGOPAY is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
  • It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
  • You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Services and the Website and App will comply with laws applicable to You (including any laws requiring You to retain records).
• Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website, the App, or the Terms.
• Warranty Disclaimer: THE SERVICES PROVIDED BY CHIGGOPAY TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. CHIGGOPAY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. CHIGGOPAY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. CERTAIN STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

LIMITATION OF LIABILITY

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHIGGOPAY EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES, FOR ANY (I) LOSS (INCLUDING LOSS OF INFORMATION, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROFITS AND SAVINGS), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL DAMAGES RESULTING FROM ANY USE OF, OR RELIANCE ON, THE SERVICES. CERTAIN STATE LAWS MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR FOR THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, CHIGGOPAY’s LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
• IF YOU SUFFER ANY DIRECT LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICES, ANY CLAIM BY YOU AGAINST CHIGGOPAY WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE FEES PAID BY YOU IN THE PREVIOUS TWELVE (12) MONTHS. ANY REFERENCE TO CHIGGOPAY IN THIS SECTION ALSO INCLUDES ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
• If You are not satisfied with the Services, Your sole and exclusive remedy is to terminate these Terms in accordance with Section 9 (Termination) below.

TERMINATION

• CHIGGOPAY reserves the right to put any account on hold or permanently disable accounts due to breach of these Terms of Service or due to any illegal or inappropriate use of the Site or services. Violation of CHIGGOPAY’s Terms of Service may get your account disabled permanently. Users with disabled accounts will not be able to use the Services. Users who have violated our Terms of Service and had their account disabled may contact our Customer Support team for more information surrounding the violation and status of the account.
• Prepaid Subscriptions: CHIGGOPAY will not provide any refund for any remaining prepaid period for a prepaid Membership Fee subscription.
• No-fault termination: These Terms will continue for the period covered by the Membership Fee paid or payable by You. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Membership Fee when due, unless either party terminates this agreement by giving notice to the other party at least thirty (30) days in advance. You may terminate this agreement at any time, however, if You terminate this agreement less than thirty (30) days before the end of your current billing period, then You shall be charged Membership Fees on a pro-rata basis for the following month until your termination takes effect.
• Breach or Insolvency:
  • If You: breach any of these Terms (including, without limitation, by non-payment of any Membership Fees) and do not remedy the breach within fourteen (14) days after receiving notice of the breach if the breach is capable of being remedied, OR breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Membership Fees that are more than thirty (30) days overdue), OR You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, CHIGGOPAY may take any or all of the following actions, at its sole discretion:
    • Terminate Your use of the Services and the Website and App.
    • Suspend for any definite or indefinite period of time, Your use of the Services and the Website and App.
    • Suspend or terminate Your access to all or any Data.
    • Take any of the actions above with respect to any or all other persons whom You have authorized to have access to Your information or Data.
  • For the avoidance of doubt, if payment of any invoice for Membership Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined above) is not made in full by the relevant due date, CHIGGOPAY may suspend or terminate Your use of the Services, the authority for all or any of Your Organizations to use the Services, or Your rights of access to all or any Data.
  • Accrued Rights: Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
    • Remain liable for any accrued charges and amounts which become due for payment before or after termination.
    • Remain obligated to refrain from any actions prohibited by the Terms that survive termination, and
    • Immediately cease to use the Services and the Website and App.

HELP DESK

• Technical Problems: In the case of technical problems, please check the support provided on the Website or email us at hello@chiggopay.com
• Service availability: While CHIGGOPAY intends that the Services should be available from 10:00am to 3:00am EST during business days, it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. If for any reason CHIGGOPAY has to interrupt the Services for longer periods than CHIGGOPAY would normally expect, CHIGGOPAY will use reasonable endeavors to publish in advance details of such activity on the Website or App.

APPLE DEVICE AND APPLICATION TERMS

If you are accessing the Services via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store, the following shall apply:

• Both You and Apple acknowledge that these Terms are concluded between You and CHIGGOPAY only, and not with Apple, and that Apple is not responsible for, does not endorse, and is not involved in the application.
• The application is licensed to You on a limited, non-exclusive, non-transferrable, non-sub licensable basis, solely to be used in connection with the Services for Your private, personal, non-commercial use, subject to these Terms as they are applicable to the Services.
• You will only use the application in connection with an Apple device that You own or control.
• You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the application.
• In the event of any failure of the application to conform to any applicable warranty, including those implied by law, You may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to You will be to refund to You the purchase price, if any, of the application.
• You acknowledge and agree that CHIGGOPAY, and not Apple, is responsible for addressing any claims You or any third party may have in relation to the application.
• You acknowledge and agree that, in the event of any third party claim that the application or Your possession and use of the application infringes that third party’s intellectual property rights, CHIGGOPAY, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim.
• You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that You are not listed on any U.S. Government list of prohibited or restricted parties.
• Both You and CHIGGOPAY acknowledge and agree that, in Your use of the application, You will comply with any applicable third party terms of service which may affect or be affected by such use, and
• Both You and CHIGGOPAY acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS:

• YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) THEN IN EFFECT, BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY CHIGGOPAYMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF JAMS ARBITRATORS IN ACCORDANCE WITH SUCH RULES. JUDGMENT UPON THE AWARD RENDERED BY SUCH ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, You may bring your claim in Your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on Your own behalf. Neither You nor CHIGGOPAY will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within one (1) year after such claim of action arose or be forever banned. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Clause & Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of Your relationship with us.
• If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

GENERAL

• Entire agreement: These Terms, which as stated above incorporate by reference the Privacy Policy and any additional or amended terms and conditions applicable to the Services, constitute the entire agreement between you and us with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and us with respect to the Services.
• Modification: CHIGGOPAY reserves the right, in its sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website and/or App or by sending You notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also Your responsibility to check these Terms periodically for changes. If you disagree with any changes we make, You can close your account at any time through Your account setting, otherwise, you agree to be bound by the updated terms, which will apply to Your continued use of the Services going forward. Your use of the Services is subject to the Terms in effect at the time of such use.
• Force majeure: CHIGGOPAY shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
• Assignment: These Terms are personal to You, and You may not assign, transfer or sublicense (except as expressly permitted hereunder) Your license and/or right hereunder without CHIGGOPAY’s written consent. CHIGGOPAY may assign, transfer or delegate any of its rights and obligations hereunder without consent.
• Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms.
• No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.
• The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation
• Governing law and jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the State of New York law, including its conflict of law rules, and the laws of the United States. You agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and federal courts in the New York County, New York.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
• Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to CHIGGOPAY must be sent to hello@chiggopay.comor to any other email address notified by email to You by CHIGGOPAY. Notices to You will be sent to the email address which You provided when setting up Your access to the Services.