Terms of Service (“Terms”)

Last Updated: Oct 3, 2023

Please read these Terms of Service ("Terms") collectively with ChirpyChatter's Privacy Policy, fully and carefully as they contain important information regarding the terms and conditions that govern Your use and access to www.chirpychatter.com (the “Site”) and any of the Site’s related services, including Content (as defined below), features, applications, offers, ads, Third Party Content or Third Party Services (as defined below), as may be available from time to time (collectively “Services”). These Terms, together with the Privacy Policy set out the legal basis and constitute a binding agreement between You (either an entity or individual, "Your", "Yourself", "You", "User") and ChirpyChatter (the “Company”, “We” or “Us”).

ACCEPTANCE OF TERMS
~ By registering for and/or using the Services in any manner, including but not limited to visiting, engaging or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by Us, each of which is incorporated by reference and each of which may be updated from time to time without notice to You.
~ Certain of the Services may be subject to additional terms and conditions specified by Us from time to time; Your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference
~ These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
If You do not agree with any of these Terms, please do not use the Site or any of the Services. This Site is made available for Your personal, non-commercial use only. You may not use this Site to sell a product or service, or to increase traffic to your Site for commercial reasons, such as advertising sales. You may not take the results from any type of Web search and reformat and display them, or mirror the Site home page or results pages on your Site. If you want to make commercial use of the Site, you must enter into an agreement with Us to do so in advance. Please contact Us for more information.

CHANGES TO THE SERVICES AND THE TERMS
We reserve the right (but We are under no obligation) to modify, correct, amend, enhance, improve, make any other changes to, suspend or discontinue, temporarily or permanently the Site, the Services or any portion of them, including by introducing additional Services, features or functionalities or terminating others and to modify or revise these Terms or to add or remove terms (the “Changes“), with or without notice, with no liability, at any time and for any reason, including, without limitation, any Changes which may be done automatically for the purpose of improving, enhancing or de-bugging versions of the Services or aspects of the Site. We will notify you for any material change via the Site or by any other form prior to any material change becoming effective. Your continued access to the Site and/or use of the Site and/or the Services, following any such modifications or revisions, constitutes your complete and irrevocable acceptance of such Changes. Therefore, we recommend you to visit these Terms regularly to review the then applicable Terms. You can reject any of the Changes by discontinuing use of the Site and Services.

NO REPRESENTATIONS OR WARRANTIES
The services provided on this Site and the content, information, documents, graphics and images published at this Site could include inaccuracies, typographical errors or other errors. We make no commitment, however, to update what is contained in this Site. Furthermore, We reserve the right to temporarily, or permanently, modify, alter, discontinue or delete the same without prior notice. Consequently,

TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON THIS SITE ARE PROVIDED “AS IS,” AND WITHOUT WARRANTY, AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE , MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND YOU HEREBY WAIVE ALL SUCH WARRANTIES. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

Users of this Site should not rely upon opinions expressed at this Site when making business, financial, personal or other decisions. Furthermore, We do not endorse the opinions of third parties expressed on this Site or on linked Sites.

ELIGIBILITY
You represent and warrant that You are at least 16 years of age. If You are under age 16, You may not, under any circumstances or for any reason, use the Services. We may, in Our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to You and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. You may not access or use the Services if you are a minor or if we have banned you or terminated or suspended your access to the Services. Further, the Services are offered only for Your use, and not for the use or benefit of any third party.

REGISTRATION
You may have an account and password. Your account may be created by using a third-party authentication method such as those provided by Google, Twitter, or Facebook. In the event that You use a third-party authentication method You (i) represent and warrant that You are have authorized access to the third-party account and (ii) are bound by the terms and conditions of that third-party. You are solely responsible for the activity that occurs on Your Account, and for keeping Your Account password or third-party authentication credentials secure. 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 (including any changes to or revocation of any licenses from state authorities), 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 Us. We are not liable for any loss of confidentiality or for any damages arising from Your failure to comply with these terms.

CONTENT
Definition: For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services whether by You directly or as a result of Your authentication with a third-party data provider. For the purposes of this Agreement, “Content” also includes all User Content, Third-Party Content and the User Profile (as defined below). Such Content can be provided in various forms, including without limitation, text, images, links, URLs, photos, audio, video, location data, and all other forms of data or communication.

User Content: All Content added, created, uploaded, integrated via third-party, submitted, distributed, or posted by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by You is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by You using the Services is at Your own risk and You will be solely responsible for any damage or loss to You or any other party resulting therefrom. We do not guarantee that any Content You access on or through the Services is or will continue to be accurate.

Third Party Content: You are solely responsible for data and User Content integrated into the service as a result of Your authentication with a third-party data provider such as Google (“Third Party Content”). You understand and agree that we may use this data to provide the Services and may provide some portion of this data to third-parties to facilitate business or partnership relationships on Your behalf. Third Party Content will also include sponsored content such as offers, ads, licensed content, sponsored content, widgets, or deals (“Third Party Content”).

User Profile: Your user profile contains information provided by You directly or by You through a third-party and is used to provide the Services. You agree to ensure that the information provided by You is accurate and free from errors and misrepresentations. Making false representations in Your User Profile will result in the disabling of Your access to the Services.

Notices and Restrictions: The Services may contain Content specifically provided by Us, Our partners or Our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

Use License: Subject to these Terms of Service, we grant each User of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to Use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from Us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

License Grant: By submitting User Content through the Services, You hereby do and shall grant Us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, including after your termination of your Account or the Services. For clarity, the foregoing license grants to Us and Our Users does not affect Your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Availability of Content: We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to You and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that You may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

THIRD PARTY CONTENT AND SERVICES
In addition to the Third Party Content which has been defined above, the Site and Services may utilize third party services, some that are visible to users and some that are not, including, but not limited to, analytics, research, and other services that assist us with operating and maintaining the Site, providing the Service and constantly developing and improving them (“Third Party Services”). We make no warranties and have no liability whatsoever for any Third Party Content or Third Party Services, including liability for loss or damage caused by your use or reliance on such Third Party Content or Third Party Services. The inclusion of any Content in the Site or Services does not express or imply endorsement or recommendation by Us and Your use of or reliance on any Third Party Content or Third Party Services is at Your own risk. Furthermore, when You access any third-party sites (via a link provided in the Site), please note that Your rights and obligations while accessing and using those sites will be governed by the agreements and policies relating to the use of those sites.

If You find any of the Third Party Content on the Site and/or Third Party Services as offensive, abusive or violative in any manner, please reach out to us at: hello@chirpychatter.com with as many details as possible, and we will investigate accordingly.

RULES OF CONDUCT
As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services.

You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, 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 (see our DMCA Copyright Policy);
    ~ you know is false, misleading, untruthful or inaccurate;
    ~ is unlawful, threatening, abusive, harassing, defamatory, libellous, 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 ours or of any third party;
    ~ impersonates any person or entity, including any of our employees or representatives; or
    ~ includes anyone’s identification documents or sensitive financial information.

You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on Our (or Our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures We may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

We also reserve the right to access, read, preserve, and disclose any information as We reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Us, Our users and the public.

Your use of the Site and/or Services shall be limited solely to your personal and non-commercial use, and is limited to accessing, viewing, downloading (in case Content available to you via a widget, embedded player or other technology) or sharing Content via a social media (through social media plug-ins integrated on the Site and are clearly marked, such as Facebook, Twitter and Google Plus). If you choose to share any Content by using such plugins, you do it at your own risk, discretion, liability and responsibility, and we make no representation or warranty, and shall not be labile for any such sharing, including in cases where a social platform on which you shared such Content prohibits such Content.

If you violate such terms, We may, without prior notice and without liability to You, ban You from any and all services, terminate Your registration, delete Your messages or postings, and take any other action We deem appropriate in Our sole discretion. With reference to any services We provide, You acknowledge that We may, from time to time, without notice to You and at Our sole discretion, establish various practices, limitations and restrictions for administering such services, including without limitation: how often a service or account may be accessed; the maximum number of days that messages or postings will be retained; the maximum number of messages or postings allowed; the size and nature of messages and postings; the maximum storage space available for an account; and all other matters related to administration of services, and You agree to be bound by such practices. You agree that We are not responsible or liable for deactivation or deletion of accounts or for loss of e-mails, communications, postings, data or information as a result of, or arising out of, Our administration of such services.

We assume no responsibility for the accuracy, integrity, quality completeness, usefulness or value of any content, data, documents, graphics, images, information, advice, or opinion contained in any e-mails, message boards, chat rooms or community services, or in any other public services, and do not endorse any advice or opinion contained therein. We do not monitor or control such services, although We reserve the right to do so. We may take any action We deem appropriate, in Our sole discretion, to maintain the high quality of Our service and to protect Ourselves and others.

WEBSITE LINKS AND THIRD PARTY SITES
This Site may contain links to other Websites which are independent of this Website. We make no representation or warranty as to the accuracy, value, integrity, completeness or authenticity of the information or opinions contained in any such linked Website, and any link to another Website shall not in any manner be construed as an endorsement by Us of that Website, or of the products or services described therein.

Furthermore, these links may lead to sites or links that contain offensive and objectionable content or which may contain dangerous computer viruses. You assume, and We hereby disclaim, all responsibility for any of the content on these sites or for any damage sustained by Users of these sites.

TERMINATION
We reserve the right to modify, terminate or suspend all or any part of the Site or the Services, or Your access to all or any part of the Site or Services at any time, with or without cause, and/or to establish general guidelines or limitations on further use of the Site and Services, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with Your membership. If You wish to terminate Your Account, You may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

CONFIDENTIALITY
Your confidential use of this site cannot be guaranteed by us. We shall not be responsible for any harm that You or any person may suffer as a result of a breach of confidentiality in respect to Your use of this Site.

LIMITATION OF LIABILITY
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, CONTRACTORS, SUBCONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD. YOU ACKNOWLEDGE THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR US TO PROVIDE THE SERVICES, WEB SITE AND OTHER CONTENT AND MATERIALS.

INDEMNIFICATION
You shall defend, indemnify, and hold harmless Us, Our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from and against any and all claims, demands, actions, suits or proceedings as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) Your use misuse of or access to the Site, Services, Content, or otherwise from Your User Content; (b) engagement You make with the Services, Third Party Content or any portion of them; (c) fraud You commit or Your intentional misconduct or gross negligence; or (d) Your violation of any applicable law or rights of a third-party (including, but not limited to, intellectual property rights or privacy rights); or (e) 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; or (f) any breach of these Terms. 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.

INTELLECTUAL PROPERTY AND OWNERSHIP
You hereby acknowledge that the Content is created and provided by Us or by Third Party Service providers that major in such Content writing and editing. We require all Our writing and editing partners to provide Us with original content and require them to meet applicable intellectual property laws. However, We cannot guarantee at all time that all Our writing and editing partners 100% meet out requirements and do not make any representation on their behalf.

Between You and Us, the Site, the Services, the Content therein and respective revisions, updates, upgrades, components, features and programs and any copy of which are owned by Us or Our licensors. Any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs, specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or not (collectively, “Intellectual Property“), are owned by and/or licensed to Us. Nothing in these Terms shall be deemed to convey to You any ownership of any Intellectual Property right, title or interest in or to the Site or Services, but only a limited, revocable right of use in accordance with the terms of these Terms. Nothing in these Terms constitutes a waiver of Our intellectual property rights under any law.

CLAIMS OF COPYRIGHT INFRINGEMENT
We care about protecting Intellectual Property rights of others, and We use best efforts to not violate such rights. We may, in appropriate circumstances and at Our discretion, terminate the accounts of Users who infringe the intellectual property rights of others. If You have a good reason to believe, and can demonstrate by an evidence, that a Content on the Site and/or Services is infringing on any copyright which you own or control, you may file a notification of such infringement with our designated agent to have the material removed or otherwise blocked from access, and We will investigate accordingly. For further information about Our notice and takedown mechanism with accordance to common Intellectual Property laws, please refer to Our DMCA policy.

GOVERNING LAW AND JURISDICTION
These Terms of Service shall be governed by and construed in accordance with the laws of the Delhi High Courts, including its conflicts of law rules, and the India. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the High Courts and Supreme Court of India. The terms of use are under the compliance of: Section 43A of the Information Technology Act, 2000; and Regulation 4 of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011

MISCELLANEOUS
~ Entire Agreement and Severability. These Terms of Service are the entire agreement between You and Us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable, unlawful, void, or invalid, then that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service 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
~ Force Majeure. We shall not be liable for any failure to perform Our 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 of Service are personal to You, and are not assignable, transferable or sublicensable by You except with Our prior written consent. We may assign, transfer or delegate any of Our rights and obligations hereunder without consent.
~ Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
~ Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to hello@chirpychatter.com
~ No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of Our right to later enforce that or any other part of these Terms of Service. 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 of Service to be binding, We must provide You with written notice of such waiver through one of our authorized representatives.
~ Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

CONTACT US
Should you have any inquiry concerning these Terms or the Site reach out to Us by email at: hello@chirpychatter.com